No Other Recourse. Except to the extent otherwise set forth in the Confidentiality Agreement, the Equity Commitment Letter, the Debt Commitment Letter and the Guarantee, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the transactions contemplated by this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as Parties in the preamble to this Agreement (the “Contracting Parties”). Without limiting claims in respect of Fraud, no Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of any of the foregoing and the Debt Financing Sources (collectively, the “Non-Recourse Party”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated by this Agreement or based on, in respect of, or by reason of this Agreement or the transactions contemplated by this Agreement or the negotiation, execution, performance, or breach of this Agreement (other than as set forth in this Agreement, the Confidentiality Agreement, the Equity Commitment Letter, the Debt Commitment Letter and the Guarantee), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Non-Recourse Party. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in this Agreement, the Confidentiality Agreement, the Equity Commitment Letter,...
No Other Recourse. Subject to a Party’s right to specific enforcement pursuant to Section 9.08, a Party’s right to terminate this Agreement pursuant to Section 7.01 and receive payment of the applicable Termination Fee from the other Party pursuant to Section 7.03 (in each case, to the extent applicable) shall be the sole and exclusive remedy of the Company, the Sellers, the Sellers’ Representative, on the one hand, or Parent and Merger Sub, on the other hand, for any and all liabilities, damages, costs or expenses suffered or incurred by the Company, the Sellers, the Sellers’ Representative, on the one hand, or Parent and Merger Sub, on the other hand, or any of their respective Affiliates or any other Person in connection with this Agreement and the Transaction. Upon payment of the Termination Fee, the Party paying the Termination Fee, and its Affiliates shall have no further liability or obligation relating to or arising out of the Transaction, in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable Action, by virtue of any applicable Laws or otherwise and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of a Party or another Person or otherwise.
No Other Recourse. Except as otherwise provided heretofore under ss.3.3, the Holder(s) of this Note shall have no other recourse against the Company upon the occurrence of any Event of Default.
