Common use of No Recourse Against Non-Parties Clause in Contracts

No Recourse Against Non-Parties. This Agreement and the Transaction Documents may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement, the Transaction Documents or Transaction may only be brought against, the Persons that are expressly named as parties hereto or thereto and then only with respect to, and to the extent of, the specific obligations set forth herein and therein with respect to such party. Except to the extent a named party to this Agreement or the Transaction Documents (and then only to the extent of the specific obligations undertaken by such named party in this Agreement or the Transaction Documents and not otherwise), no past, present or future equity holder, controlling person, director, officer, employee, agent, attorney, Affiliate, member, manager, general or limited partner, stockholder, investor or assignee of any party to this Agreement, nor any past, present or future equity holder, controlling person, director, officer, employee, agent, attorney, Affiliate, member, manager, general or limited partner, stockholder, investor or assignee of any of the foregoing (each, a “Non-Party Affiliate”), shall have any liability or obligation (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of Seller or Buyer under this Agreement or the Transaction Documents (whether for indemnification or otherwise) of or for any claim based on, arising out of, or related to this Agreement, the Transaction Documents or the Transactions. Each Non-Party Affiliate to whom this Section 11.10 applies shall be a third party beneficiary of this Section 11.10.

No Recourse Against Non-Parties. This Agreement Except in respect of Fraud against the Person that committed Fraud and subject to the Transaction Documents second following sentence, (a) all Actions that may only be enforced against, and any claim or cause of action based upon, arising arise out ofof or relate to this Agreement or any Related Document, or related the negotiation, execution or performance of this Agreement or any Related Document (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement or any Related Document), may be made only against (and subject to the terms and conditions thereof) the respective entities that are expressly identified as, in the case of this Agreement, the Transaction Documents or Transaction may only be brought againstparties hereto, and in the case of any Related Document, the Persons that are expressly named as parties hereto or thereto and then only with respect toto such Related Document, and to the extent of, the specific obligations set forth herein and therein with respect to such party. Except to the extent (b) no Person who is not a named party to this Agreement or the Transaction Documents (and then only to the extent of the specific obligations undertaken by such named party in this Agreement or the Transaction Documents and not otherwise)any Related Document, no including any past, present or future equity holder, controlling person, director, officer, employee, agent, attorney, Affiliateincorporator, member, manager, general or limited partner, stockholderequityholder, investor Affiliate, agent, attorney or assignee other Representative of any named party to this AgreementAgreement or any Related Document, nor any past, present or future equity holder, controlling person, director, officer, employee, agent, attorney, Affiliate, member, manager, general or limited partner, stockholder, investor or assignee of any of the foregoing their respective successors or permitted assignees (eachany such not named parties, a “Non-Party AffiliateAffiliates”), shall have any liability or obligation (whether in contract, contract or in tort, equity in law or otherwisein equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of Seller arising under, in connection with or Buyer under related to this Agreement (including the Equity Financing Source) or any Related Document, respectively (including any representation or warranty made in or in connection with this Agreement or the Transaction Documents (whether for indemnification any Related Document, respectively, or otherwiseas an inducement to enter into this Agreement or any Related Document, respectively) of or for any claim based on, arising out in respect of, or related to by reason of this AgreementAgreement or any Related Document, the Transaction Documents respectively, or the Transactions. Each its negotiation or execution, and each party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliate Affiliates with respect to whom this Section 11.10 applies shall be a third Agreement or the Related Documents, respectively. Non- Party Affiliates are expressly intended as third-party beneficiary beneficiaries of this Section 11.1011.09. For the avoidance of doubt, nothing in this Section 11.09 shall be construed to impair the Company’s rights to enforce (including the right to xxx for damages under) the Equity Financing Letter or the Voting and Support Agreement against the Equity Financing Source in accordance with the terms thereof or the Company’s rights to enforce (including the right to xxx for damage under) (x) this Agreement against Parent or Merger Sub in accordance with the terms hereof or (y) the Confidentiality Agreement against Parent in accordance with the terms thereof.