No Further Liability. The liability of the Company, its Affiliates and its Subsidiaries under this Agreement is limited to the obligations set forth herein and no terms or provisions of this Agreement shall be construed to impose any liability on the Company, its Affiliates, its Subsidiaries or the Committee in favor of any person or entity with respect to any loss, cost, tax or expense which the person or entity may incur in connection with or arising from any transaction related to this Agreement.
No Further Liability. On termination or expiration of this Agreement, neither Party will be liable to the other Party, except for liability that arose before the termination or expiration of this Agreement.
No Further Liability. Each of the Litigation Trustee and the Trust Governing Board Directors shall not be liable for any action taken or omitted in good faith and reasonably believed by it/him/her to be authorized within the discretion or rights or powers conferred upon it/him/her in accordance with this Litigation Trust Agreement. In performing its/his/her duties under this Litigation Trust Agreement, each of the Litigation Trustee and the Trust Governing Board Directors shall have no liability for any action taken by the Litigation Trustee and the Trust Governing Board Directors in good faith in accordance with the advice of counsel, accountants, appraisers and other professionals retained by the Trust Governing Board Directors or the Litigation Trust. Without limiting the generality of the foregoing, the Litigation Trustee and the Trust Governing Board Directors may rely without independent investigation on copies of orders of the Bankruptcy Court reasonably believed by them to be genuine, and shall have no liability for actions taken in good faith in reliance thereon. None of the provisions of this Litigation Trust Agreement shall require the Litigation Trustee or the Trust Governing Board Directors to expend or risk their own funds or otherwise incur personal financial liability in the performance of any of their duties hereunder or in the exercise of any of their rights and powers. Each of the Litigation Trustee and the Trust Governing Board Directors may rely without inquiry upon writings delivered to it/him/her under the Plan which it/he/she reasonably believes in good faith to be genuine and to have been given by a proper Person. Notwithstanding the foregoing, nothing in this Section 7.1 shall relieve the Litigation Trustee or the Trust Governing Board Directors from any liability for any actions or omissions arising out of their gross negligence, willful misconduct, breach of fiduciary duty or knowing violation of law.
No Further Liability. Each party agrees that the rights of termination hereunder are absolute and it has no right to a continued relationship with the other after termination (except as expressly stated herein). Neither party shall incur any liability whatsoever for any damage, loss or expense of any kind suffered or incurred by the other (or for any compensation to the other) arising from or incident to any termination of this Agreement by such party that complies with the terms of the Agreement whether or not such party is aware of any such damage, loss or expense.
No Further Liability. The liability of the Limited Partner to the Partnership shall be limited to the amount of its capital contributions made pursuant to Section 8, and the Limited Partner shall not have any further liability to contribute money to, or in respect of, the liabilities or the obligations of the Partnership unless the Limited Partner agrees in writing to make additional capital contributions to the Partnership, nor shall the Limited Partner be personally liable for any obligations of the Partnership, except as provided in the TLPL.
No Further Liability. Upon receipt of the transferred assets from the GRP, neither Ford nor the GRP shall have any further liability to the Group III Employees for benefits for service under the GRP with respect to which liabilities and assets have been transferred. Ford and Visteon shall use their respective best efforts to make amendments to their respective plans and trusts as may be necessary or appropriate to effect the transfers contemplated by these provisions.
No Further Liability. In the event the Employer terminates the Executive's employment for Cause, the Executive shall have no further obligations or liability to the Employer or the Parent pursuant to this Agreement (except his obligations under Sections 12 and 16, which shall survive).
No Further Liability. If this Agreement is terminated by either or both of the Seller and the Buyer pursuant to this Article 6, (a) neither party shall have any further obligation or liability under this Agreement, other than by reason of a breach or default by a party hereunder and (b) any monies, instruments or documents of any party held in escrow or transferred to the other party in connection with the transactions contemplated herein with respect to which a Closing shall not have occurred shall be immediately returned to such party. For the avoidance of doubt, any such termination shall not have any effect whatsoever on any transactions contemplated herein with respect to which a Closing has occurred. Section 6.2 and Article 7 shall survive any termination of this Agreement.
No Further Liability. Except for the fees for the Prospero Services, -------------------- neither Acorn nor the Acorn Shareholders are indebted to Prospero or Prospero Holdings for any amount. Upon (i) execution of this Agreement and (ii) receipt of the Fee Balance (as defined in the Fee Payment Letter Agreement), Acorn and the Acorn Shareholders shall have no further liability to Prospero or Prospero Holdings. Upon (i) execution of this Agreement and (ii) receipt by Prospero Holdings of the Transaction Advisor Shares, the Company shall have no further liability to Prospero or Prospero Holdings. The Company shall assume no liability for any taxes or other payments of Prospero or Prospero Holdings, Acorn or the Acorn Shareholders in connection with services rendered by Prospero. Prospero acknowledges that payment of the Transaction Advisor Shares is being made on behalf of Acorn (and not on behalf of the Company), which is Prospero's sole client with respect to the transactions contemplated by the Purchase Agreement.
No Further Liability. Following the Redemption, (i) SGP shall have no further liability or obligation pursuant to the CWI 1 LPA, (ii) SGP 2 shall have no further liability or obligation pursuant to the CWI 2 LPA, (iii) none of the CWI 1 Entities shall have any further liability or obligation pursuant to the CWI 1 LPA in respect of the CWI 1 SGP Interest, and (iv) none of the CWI 2 Entities shall have any further liability or obligation pursuant to the CWI 2 LPA in respect of the CWI 2 SGP Interest. The Parties agree that, subject to the consummation of the Redemption, the Redemption shall be in lieu of any right that SGP and SGP 2, and its successors and assigns, would otherwise have in connection with a change of control event of any CWI I Entity or any CWI 2 Entity under the CWI 1 LPA or CWI 2 LPA, as applicable, and each of SGP and SGP 2 hereby waives all rights to any distributions that it would otherwise be entitled to receive in connection with the Merger pursuant to the CWI 1 LPA and the CWI 2 LPA.
