Common use of No Recourse Against Nonparty Affiliates Clause in Contracts

No Recourse Against Nonparty Affiliates. This Agreement may only be enforced against, and any claim based upon, arising out of, or related to this Agreement or the negotiation, execution or performance of this Agreement may only be brought against, the Persons expressly party hereto, and then only with respect to the specific obligations set forth herein with respect to such Persons. For further clarity, no past, present or future director, officer, employee, incorporator, manager, member, partner, equityholder, Affiliate, agent, attorney or other representative (in each case, in their capacities as such) of any Person party hereto or of any Affiliate of any Person party hereto, or any of their successors or permitted assigns (each, a “Non-Party Affiliate”), shall have any liability for any obligations or liabilities of any party to this Agreement or for any claim based on, in respect of or by reason of the transactions contemplated hereby. Without limiting the foregoing, to the extent permitted by law, (a) each Person party hereto hereby waives and releases all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of any Person party hereto or otherwise impose liability of any Person party hereto on any other Person, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Person party hereto disclaims any reliance upon any other Person not party hereto with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

No Recourse Against Nonparty Affiliates. This Agreement 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 only be enforced against, and any claim based upon, arising out in respect of, arise under, out or related by reason of, be connected with, or relate in any manner to this Agreement Agreement, or the negotiation, execution 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 be brought againstagainst (and are those solely of) the entities that are expressly identified as Parties (“Contracting Parties”). No Person who is not a Contracting Party, the Persons expressly party hereto, and then only with respect to the specific obligations set forth herein with respect to such Persons. For further clarity, no past, present or future including without limitation any director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney, or representative of, and any financial advisor or lender to, any Contracting Party, or any director, officer, employee, incorporator, member, partner, equityholdermanager, Affiliatestockholder, affiliate, agent, attorney or other representative (in each case, in their capacities as such) of any Person party hereto or of any Affiliate of any Person party heretoattorney, or representative of, and any financial advisor or lender to, any of their successors or permitted assigns the foregoing (each, a “Non-Party AffiliateNonparty Affiliates”), shall will have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any obligations claims, causes of action, obligations, or liabilities of arising under, out of, in connection with, or related in any party manner to this Agreement or for any claim based on, in respect of of, or by reason of this Agreement or its negotiation, execution, performance, or breach; and, to the transactions contemplated herebymaximum extent permitted by law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by lawLaw, (a) each Person party hereto Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of any Person party hereto a Contracting Party or otherwise impose liability of any Person party hereto a Contracting Party on any other PersonNonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Person party hereto Contracting Party disclaims any reliance upon any other Person not party hereto Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

No Recourse Against Nonparty Affiliates. This Agreement Claims, causes of action or Liabilities (whether in contract or in tort, in law or in equity, or granted by statute) that may only be enforced against, and any claim based upon, arising out in respect of, arise under, out or related by reason of, be connected with, or relate in any manner to this Agreement or any other Ancillary Document, or the negotiation, execution execution, or performance of this Agreement or any other Ancillary Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any other Ancillary Document), may be made only be brought against, against (and are those solely of) the Persons entities that are expressly party heretoidentified as parties in the preamble to this Agreement or in the applicable Ancillary Document (“Contracting Parties”), and then only with respect to the specific obligations set forth herein (with respect to the parties identified in the preamble to this Agreement) or therein (with respect to the parties to such PersonsAncillary Document). For further clarityNo Person who is not a Contracting Party, no pastincluding any director, present or future directormanager, officer, employee, incorporator, manager, member, limited or general partner, equityholderunitholder, Affiliatestockholder, affiliate, agent, attorney or other representative (in each case, in their capacities as such) of any Person party hereto or of any Affiliate of any Person party heretoattorney, or Representative of, and any of their successors financial advisor or permitted assigns lender to, any Contracting Party (each, a “Non-Party AffiliateNonparty Affiliates”), shall have any liability Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any obligations claims, causes of action or liabilities of Liabilities arising under, out of, in connection with, or related in any party manner to this Agreement or for any claim such other Ancillary Document, as applicable, or based on, in respect of of, or by reason of this Agreement or such other Ancillary Document, as applicable, or its negotiation, execution, performance, or breach; and, to the transactions contemplated herebymaximum extent permitted by applicable Law, each Contracting Party hereby waives and releases all such claims, causes of action and Liabilities against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by lawapplicable Law, (a) each Person party hereto Contracting Party hereby waives and releases any and all rights, claims, demands, demands or causes of action that may otherwise be available at in law or in equity, or granted by statute, to avoid or disregard the entity form of any Person party hereto a Contracting Party or otherwise impose liability Liability of any Person party hereto a Contracting Party on any other PersonNonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Person party hereto Contracting Party disclaims any reliance upon any other Person not party hereto Nonparty Affiliates with respect to the performance of this Agreement or any other Ancillary Document or any representation or warranty made in, in connection with, or as an inducement to this AgreementAgreement or any other Ancillary Document.

No Recourse Against Nonparty Affiliates. This Agreement Claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may only be enforced against, and any claim based upon, arising out in respect of, arise under, out or related by reason of, be connected with, or relate in any manner to this Agreement or any Ancillary Document, or the negotiation, execution execution, or performance of this Agreement or any Ancillary Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any Ancillary Document), may be made only be brought against, against (and are those solely of) the Persons entities that are expressly party hereto, identified as parties in the preamble and/or signatories to this Agreement or in the applicable 72 Ancillary Document (“Contracting Parties”) and then only with respect to the specific obligations set forth herein (with respect to the parties identified in the preamble to this Agreement) or therein (with respect to the parties to such PersonsAncillary Document), except with respect to Fraud. For further clarityNo person who is not a Contracting Party with respect to this Agreement or an Ancillary Document, no pastas applicable, present or future including any director, manager, officer, employee, incorporator, manager, member, limited or general partner, equityholderunitholder, Affiliatestockholder, affiliate, agent, attorney or other representative (in each case, in their capacities as such) of any Person party hereto or of any Affiliate of any Person party heretoattorney, or representative of, and any of their successors financial advisor or permitted assigns lender to, any Contracting Party (each, a “Non-Party AffiliateNonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity through attempted piercing of the corporate, limited liability company or partnership veil or otherwise, or granted by statute) for any claims, causes of action, obligations or liabilities of arising under, out of, in connection with, or related in any party manner to this Agreement or for any claim such Ancillary Document or the Transactions, as applicable, or based on, in respect of of, or by reason of this Agreement or such Ancillary Document, as applicable, or its negotiation, execution, performance, or breach; and, to the transactions contemplated herebymaximum extent permitted by applicable Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates, except with respect to Fraud. Without limiting the foregoing, to the maximum extent permitted by lawapplicable Law, (a) each Person party hereto Contracting Party hereby waives and releases any and all rights, claims, demands, demands or causes of action that may otherwise be available at in law or in equity, or granted by statute, to avoid or disregard the entity form of any Person party hereto a Contracting Party or otherwise impose liability of any Person party hereto a Contracting Party on any other PersonNonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Person party hereto Contracting Party disclaims any reliance upon any other Person not party hereto Nonparty Affiliate with respect to the performance of this Agreement or any Ancillary Document or any representation or warranty made by such Nonparty Affiliate in, in connection with, or as an inducement to this AgreementAgreement or any Ancillary Document, except with respect to Fraud. This Section 9.13 shall be binding on all successors and assigns of the parties. Nothing in this Section 9.13 shall serve to limit or reduce in any manner any claim of Fraud.

No Recourse Against Nonparty Affiliates. This Agreement All claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statue) that may only be enforced against, and any claim based upon, arising out in respect of, arise under, out or related by reason of, be connected with, or relate in any manner to this Agreement Agreement, or the negotiation, execution 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 be brought againstagainst (and are those solely of) the entities that are expressly identified as parties in the preamble to this Agreement or their Permitted Transferees (“Contracting Parties”). No Person who is not a Contracting Party, the Persons expressly party hereto, and then only with respect to the specific obligations set forth herein with respect to such Persons. For further clarity, no past, present or future including any director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney, or representative of, and any financial advisor or lender to, any Contracting Party, or any director, officer, employee, incorporator, member, partner, equityholdermanager, Affiliatestockholder, affiliate, agent, attorney or other representative (in each case, in their capacities as such) of any Person party hereto or of any Affiliate of any Person party heretoattorney, or representative of, and any financial advisor or lender to any, of their successors or permitted assigns the foregoing (each, a “Non-Party AffiliateNonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statue) for any obligations claims, causes of action, obligations, or liabilities of arising under, out of, in connection with, or related in any party manner to this Agreement or for any claim based on, in respect of of, or by reason of this Agreement or its negotiation, execution, performance, or breach, and, to the transactions contemplated herebymaximum extent permitted by law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by law, (a) each Person party hereto Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of any Person party hereto a Contracting Party or otherwise impose liability of any Person party hereto a Contracting Party on any other PersonNonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Person party hereto Contracting Party disclaims any reliance upon any other Person not party hereto Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

No Recourse Against Nonparty Affiliates. This Agreement All Related Claims may be made only be enforced against, against (and any claim based upon, arising out are those solely of, or related ) the entities that are expressly identified as parties in the preamble to this Agreement or (the negotiation“Contracting Parties”). No Person who is not a Contracting Party, execution or performance of this Agreement may only be brought againstincluding any current, the Persons expressly party hereto, and then only with respect to the specific obligations set forth herein with respect to such Persons. For further clarity, no past, present former or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, Representative or assignee of, or any financial advisor or lender to, any Contracting Party, or any current, former or future director, manager, officer, employee, incorporator, member, partner, equityholderstockholder, Affiliate, agent, attorney attorney, Representative or other representative (in each case, in their capacities as such) of any Person party hereto or of any Affiliate of any Person party heretoassignee of, or any financial advisor or lender to, any of their successors or permitted assigns the foregoing (eachcollectively, a “Non-Party AffiliateNonparty Affiliates”), shall have any liability for liability; 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 obligations or liabilities of any party to this Agreement or for any claim based on, in respect of or by reason of the transactions contemplated herebysuch Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by lawLaw, (a) each Person party hereto Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law Law or in equity, or granted by statute, to avoid or disregard the entity form of any Person party hereto a Contracting Party or otherwise impose liability of any Person party hereto a Contracting Party on any other PersonNonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Person party hereto Contracting Party disclaims any reliance upon any other Person not party hereto Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementAgreement or the Ancillary Documents.

No Recourse Against Nonparty Affiliates. This Agreement Claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may only be enforced against, and any claim based upon, arising out in respect of, arise under, out or related by reason of, be connected with, or relate in any manner to this Agreement or any other Transaction Document, or the negotiation, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any other Transaction Document), may be made only be brought against, against (and are those solely of) the Persons entities that are expressly party hereto, identified as parties to this Agreement or the other applicable Transaction Document (“Contracting Parties”) and then only with respect to the specific obligations set forth herein (with respect to the parties to this Agreement) or therein (with respect to the parties to such Personsother Transaction Document). For further clarityNo Person who is not a Contracting Party with respect to this Agreement or any other Transaction Document, no pastas applicable, present or future director, officer, employee, incorporator, manager, including any member, limited or general partner, equityholderunitholder, Affiliate, agent, attorney stockholder or other representative (in each case, in their capacities as such) Representative of any Person party hereto or of any Affiliate of any Person party hereto, or any of their successors or permitted assigns Contracting Party who is not itself a Contracting Party (each, a “Non-Party AffiliateNonparty Affiliates”), 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 of arising under, out of, in connection with, or related in any party manner to this Agreement or for any claim such other Transaction Document, as applicable, or based on, in respect of of, or by reason of this 105 Agreement or such other Transaction Document, as applicable, or its negotiation, execution, performance or breach; and, to the transactions contemplated herebymaximum extent permitted by applicable Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by lawapplicable Law, (a) each Person party hereto Contracting Party hereby waives and releases any and all rights, claims, demands, demands or causes of action that may otherwise be available at in law or in equity, or granted by statute, to avoid or disregard the entity form of any Person party hereto a Contracting Party or otherwise impose liability of any Person party hereto a Contracting Party on any other PersonNonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, undercapitalization or otherwise and (b) each Person party hereto Contracting Party disclaims any reliance upon any other Person not party hereto Nonparty Affiliates with respect to the performance of this Agreement or any other Transaction Document or any representation or warranty made in, in connection with, or as an inducement to this AgreementAgreement or any other Transaction Document.

No Recourse Against Nonparty Affiliates. This Agreement Claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may only be enforced against, and any claim based upon, arising out in respect of, arise under, out or related by reason of, be connected with, or relate in any manner to this Agreement or any other Transaction Document, or the negotiation, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any other Transaction Document), may be made only be brought against, against (and are those solely of) the Persons entities that are expressly party hereto, identified as parties to this Agreement or the other applicable Transaction Document (“Contracting Parties”) and then only with respect to the specific obligations set forth herein (with respect to the parties to this Agreement) or therein (with respect to the parties to such Personsother Transaction Document). For further clarityNo Person who is not a Contracting Party with respect to this Agreement or any other Transaction Document, no pastas applicable, present or future director, officer, employee, incorporator, manager, including any member, limited or general partner, equityholderunitholder, Affiliate, agent, attorney stockholder or other representative (in each case, in their capacities as such) Representative of any Person party hereto or of any Affiliate of any Person party hereto, or any of their successors or permitted assigns Contracting Party who is not itself a Contracting Party (each, a “Non-Party AffiliateNonparty Affiliates”), 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 of arising under, out of, in connection with, or related in any party manner to this Agreement or for any claim such other Transaction Document, as applicable, or based on, in respect of of, or by reason of this Agreement or such other Transaction Document, as applicable, or its negotiation, execution, performance or breach; and, to the transactions contemplated herebymaximum extent permitted by applicable Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by lawapplicable Law, (a) each Person party hereto Contracting Party hereby waives and releases any and all rights, claims, demands, demands or causes of action that may otherwise be available at in law or in equity, or granted by statute, to avoid or disregard the entity form of any Person party hereto a Contracting Party or otherwise impose liability of any Person party hereto a Contracting Party on any other PersonNonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, undercapitalization or otherwise and (b) each Person party hereto Contracting Party disclaims any reliance upon any other Person not party hereto Nonparty Affiliates with respect to the performance of this Agreement or any other Transaction Document or any representation or warranty made in, in connection with, or as an inducement to this AgreementAgreement or any other Transaction Document.

No Recourse Against Nonparty Affiliates. This Agreement All claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statue) that may only be enforced against, and any claim based upon, arising out in respect of, arise under, out or related by reason of, be connected with, or relate in any manner to this Agreement Agreement, or the negotiation, execution 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 be brought againstagainst (and are those solely of) the entities that are expressly identified as parties in the preamble to this Agreement or their Transferees (“Contracting Parties”). No Person who is not a Contracting Party, the Persons expressly party hereto, and then only with respect to the specific obligations set forth herein with respect to such Persons. For further clarity, no past, present or future including any director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney, or representative of, and any financial advisor or lender to, any Contracting Party, or any director, officer, employee, incorporator, member, partner, equityholdermanager, Affiliatestockholder, affiliate, agent, attorney or other representative (in each case, in their capacities as such) of any Person party hereto or of any Affiliate of any Person party heretoattorney, or representative of, and any financial advisor or lender to any, of their successors or permitted assigns the foregoing (each, a “Non-Party AffiliateNonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statue) for any obligations claims, causes of action, obligations, or liabilities of arising under, out of, in connection with, or related in any party manner to this Agreement or for any claim based on, in respect of of, or by reason of this Agreement or its negotiation, execution, performance, or breach, and, to the transactions contemplated herebymaximum extent permitted by law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by law, (a) each Person party hereto Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of any Person party hereto a Contracting Party or otherwise impose liability of any Person party hereto a Contracting Party on any other PersonNonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Person party hereto Contracting Party disclaims any reliance upon any other Person not party hereto Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

No Recourse Against Nonparty Affiliates. This Agreement All claims, obligations, liabilities, or causes of action (whether in contract, tort, law or equity, or granted by statute) that may only be enforced against, and any claim based upon, arising out in respect of, arise under, out or related by reason of, be connected with, or relate in any manner to this Agreement Agreement, or the negotiation, execution 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 be brought againstagainst (and are those solely of) the entities that are expressly identified as Parties in the preamble to this Agreement (or their permitted assignees) (“Contracting Party”). No Person who is not a Contracting Party, the Persons expressly party hereto, and then only with respect to the specific obligations set forth herein with respect to such Persons. For further clarity, no past, present or future including any director, officer, employee, incorporator, member, partner, manager, unitholder, stockholder, Affiliate, agent, attorney, or representative of, and any financial advisor or lender to, any Contracting Party, or any director, officer, employee, incorporator, member, partner, equityholdermanager, unitholder, stockholder, Affiliate, agent, attorney or other representative (in each case, in their capacities as such) of any Person party hereto or of any Affiliate of any Person party heretoattorney, or representative of, and any financial advisor or lender to, any of their successors or permitted assigns the foregoing (each, a “Non-Party AffiliateNonparty Affiliates”), shall have any liability (whether in contract, tort, law or equity, or granted by statute) for any obligations claims, causes of action, obligations, or liabilities of arising under, out of, in connection with, or related in any party manner to this Agreement or for any claim based on, in respect of of, or by reason of this Agreement or its negotiation, execution, performance, or breach; and, to the transactions contemplated herebymaximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by lawXxx, (a) each Person party hereto Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or law, in equity, or granted by statute, to avoid or disregard the entity form of any Person party hereto a Contracting Party or otherwise impose liability of any Person party hereto a Contracting Party on any other Person, Nonparty Affiliate whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Person party hereto Contracting Party disclaims any reliance upon any other Person not party hereto Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

No Recourse Against Nonparty Affiliates. This Agreement 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 only be enforced against, and any claim based upon, arising out in respect of, arise under, out or related by reason of, be connected with, or relate in any manner to this Agreement Agreement, or the negotiation, execution execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to this Agreement, but not including separate undertakings such as guarantees of performance, personal guaranties, or corporate guarantees), may be made only be brought againstagainst (and are those solely of) Company and Program Manager (each, the Persons expressly party heretoa “Contracting Party"). No person who is not a Contracting Party, and then only with respect to the specific obligations set forth herein with respect to such Persons. For further clarity, no past, present or future including without limitation any director, officer, employee, incorporator, manager, member, partner, equityholdermanager, Affiliatestockholder, affiliate, agent, attorney or other representative (in each case, in their capacities as such) of any Person party hereto or of any Affiliate of any Person party heretoattorney, or representative of, and any financial advisor or lender to, any of their successors or permitted assigns the foregoing (each, a “Non-Party Affiliate”Nonparty Affiliates"), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any obligations claims, causes of action, obligations, or liabilities of arising under, out of, in connection with, or related in any party manner to this Agreement or for any claim based on, in respect of of, or by reason of this Agreement or its negotiation, execution, performance, or breach; and, to the transactions contemplated herebymaximum extent permitted by law. Each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates, unless such liabilities, claims, causes of action, and obligations arise from deliberately fraudulent acts. Without limiting the foregoing, to the maximum extent permitted by law, (a) each Person party hereto Contracting Party hereby waives and releases any and all rights, claims, demands, demands or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of any Person party hereto a Contracting Party or otherwise impose liability of any Person party hereto a Contracting Party on any other PersonNonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Person party hereto Contracting Party disclaims any reliance upon any other Person not party hereto Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Nothing herein is intended to prevent a Contracting Party from pursuing any distinct legal rights it may have against a Nonparty Affiliate which arise from a separate document, such as a guarantee of performance, personal guarantee, corporate guarantee or similar agreement. Notwithstanding any other provision of this Agreement which limits the right of prospective Third-Party Beneficiaries, any Nonparty Affiliate may rely on this provision and enforce it against any Contracting Party or other person or entity.

No Recourse Against Nonparty Affiliates. This Excluding the right of each party thereto to enforce each of the Confidentiality Agreement may only be enforced againstor the Voting Agreement in accordance with its terms and conditions, and any claim based uponexcept as expressly provided in the Voting Agreement, arising out ofEquity Commitment Letter or the Guaranty, all rights, claims and causes of action (whether in contract or in tort or otherwise, or related to whether at law (including at common law or by statute) or in equity) that may arise out of this Agreement or the negotiation, execution execution, due diligence, performance or performance subject matter of this Agreement, may be made only against (and, subject to Section 9.07, are those solely of) the Parties. Excluding the right of each party thereto to enforce each of the Confidentiality Agreement may only be brought against, and the Persons expressly party heretoVoting Agreement in accordance with its terms and conditions, and then only with respect to except as expressly provided in the specific obligations set forth herein with respect to such Persons. For further clarityVoting Agreement, Equity Commitment Letter, Guaranty or this Agreement, no pastPerson who is not a Party, present or future including any director, officer, employee, incorporator, manager, member, partner, equityholdermanager, unitholder, stockholder, Affiliate, agent, attorney or other representative (in each case, in their capacities as such) of any Person party hereto or of any Affiliate of any Person party heretoattorney, or representative of, and any of their successors financial advisor or permitted assigns lender to, any Party (that is not itself a Party) (each, a “Non-Party Nonparty Affiliate”), shall have any liability (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) for any obligations or liabilities rights, claims and causes of any party to action that may arise out of this Agreement or for the negotiation, execution, due diligence, performance or subject matter of this Agreement. To the maximum extent permitted by Law, each Party hereby waives and releases all such rights, claims, and causes of action against any claim based on, in respect of or by reason and all Nonparty Affiliates of the transactions contemplated herebyother Party. Without limiting the foregoing, excluding the right of each party thereto to enforce each of the Confidentiality Agreement and the Voting Agreement in accordance with its terms and conditions, and except as provided under the Voting Agreement, Equity Commitment Letter, the Guaranty or this Agreement, to the maximum extent permitted by lawLaw, (a) each Person party hereto Party hereby waives and releases any and all rights, claims, demands, or claims and causes of action that may otherwise be available (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity, or granted by statute, ) to avoid or disregard the entity form of any Person party hereto a Party or otherwise impose liability of any Person party hereto a Party on any other PersonNonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) with respect to all such rights, claims or causes of action, each Person party hereto Party disclaims any reliance upon any other Person not party hereto Nonparty Affiliates with respect to the performance of this Agreement or and any representation or warranty made in, in connection with, or as an inducement to this Agreement. Nothing in this Section 9.15 shall limit any Lender’s obligations or liabilities to Parent or Merger Sub under the Debt Commitment Letter or under the definitive documents in respect of the Debt Financing.