No Affiliate Liability. The partners, members, officers, directors, shareholders and Affiliates of each Purchaser, the Company or their respective Affiliates shall not have any personal liability or obligation to any Person arising under this Agreement in such capacities.
No Affiliate Liability. Notwithstanding any other provision of this Agreement, no Affiliate of either Party (including without limitation any Affiliate acting as either Party's agent where said agent is given certain authorities pursuant hereto) shall have any liability whatsoever for either Party's performance, nonperformance or delay in performance under this Agreement.
No Affiliate Liability. Notwithstanding any other provision of this Agreement, no Affiliate of Georgia Power (including without limitation any Affiliate of Georgia Power acting as Georgia Power's agent where Georgia Power's agent is given certain authorities hereunder) shall have any liability whatsoever for any party's performance, nonperformance or delay in performance under this Agreement unless such Affiliate of Georgia Power has been assigned this Agreement as a generation Affiliate succeeding to substantially all of Georgia Power's interests in the Units in accordance with Section 9.2(a).
No Affiliate Liability. Each of the following is herein ---------------------- referred to as a "Buyer Affiliate": (a) any direct or indirect holder of any --------------- equity interests or securities in Buyer (whether limited or general partners, members, stockholders or otherwise), (b) any Affiliate of Buyer, or (c) any director, officer, employee, representative or agent of (i) Buyer, (ii) any Affiliate of Buyer or (iii) any such holder of equity interests or securities referred to in clause (a) above. No Buyer Affiliate shall have any liability or obligation of any nature whatsoever in connection with or under this Agreement or the transactions contemplated hereby and Seller hereby waives and releases all claims of any such liability and obligation, it being understood that no such Person or entity (other than Buyer) shall be liable for or in respect of such matters.
No Affiliate Liability. Except to the extent that any such Person shall have executed and delivered an instrument in which such Person shall have agreed to be bound by this Agreement, no Affiliate of any of the HMTF Entities shall have any liability or obligation of any nature whatsoever in connection with or under this Agreement or the transactions contemplated hereby, and the Company hereby waives and releases all claims of any such liability and obligation, it being understood that no such Person or entity (other than each such HMTF Entity) shall be liable for or in respect of this Agreement or the transactions contemplated hereby.
No Affiliate Liability. Each of the following is herein referred to as "Seller Affiliate:" (a) any direct or indirect holder of any equity interests or securities of either Seller (whether such holder is a limited or general partner, member, stockholder or otherwise), (b) any Affiliate (as defined below) of either Seller, or (c) any director, officer, employee, representative or agent of (i) either Seller, (ii) any Affiliate of either Seller or (iii) any such holder of equity interests or securities referred to in clause (a) above. No Seller Affiliate shall have any liability or obligation of any nature whatsoever in connection with or under this Agreement or the transactions contemplated hereby, and the Buyer hereby waives and releases all claims related to any such liability or obligation. "Affiliate" means, with respect to any person, any other person controlling, controlled by or under common control with such person. For purposes of this definition and this Agreement, the term "control" (and correlative terms) means the power, whether by contract, equity ownership or otherwise, to direct the policies or management of a person.
No Affiliate Liability. To the maximum extent allowed by law, unless otherwise expressly liable pursuant to a written agreement, no Party Affiliate (as defined below), acting in his or its behalf as an agent of a party to this Agreement, shall have any liability or obligation for breaches of this Agreement, and each party hereto waives and releases all claims of any such liability and obligation to the maximum extent allowed by law, except as set forth below. Notwithstanding the provisions of the preceding sentence, Edge and Merger Sub, on the one hand, and Xxxxxx, on the other hand, neither waive nor release any claims they may otherwise have against any Party Affiliate of Xxxxxx or Edge, as applicable (i) for such Party Affiliate's actual, intentional misrepresentation (a) of any fact to Xxxxxx'x or Edge's independent auditors, or any item reflected in the Xxxxxx Reports or the Edge Reports, and (b) to the extent such misrepresentation has caused the Xxxxxx Reports or Edge Reports (including any reports filed after the date of this Agreement) to materially misstate the financial position of Xxxxxx or Edge and their respective consolidated Subsidiaries, at such date, or the consolidated results of their operations and their consolidated cash flow for the period then ended, (ii) for actions taken 61
No Affiliate Liability. Each of the following is herein referred to as a "Parent Affiliate:" (a) any direct or indirect holder of any equity interests or securities in Parent or Newco (whether limited or general partners, members, stockholders or otherwise), (b) any Affiliate of Parent or Newco, or (c) any director, officer, employee, representative or agent of (i) Parent or Newco, (ii) any Affiliate of Parent or Newco or (iii) any such holder of equity interests or securities referred to in clause (a) above. No Parent Affiliate shall have any liability or obligation of any nature whatsoever in connection with or under the Transaction Documents or the OP Transaction Documents or the transactions contemplated hereby or thereby, and the Company hereby waives and releases all claims of any such liability and obligation, it being understood that no such person or entity (other than Parent or Newco) shall be liable for or in respect of the Transaction Documents and the OP Transaction Documents or the transactions contemplated hereby or thereby.
No Affiliate Liability. Notwithstanding any other provision of this Agreement, no Affiliate of Alabama Power shall have any liability whatsoever for any party’s performance, nonperformance or delay in performance under this Agreement.
No Affiliate Liability. No affiliate of either party shall have any liability whatsoever for either party's performance, nonperformance, or delay in performance under this MOA.
