Common use of No Recourse Against Nonparty Affiliates Clause in Contracts

No Recourse Against Nonparty Affiliates. Notwithstanding anything to the contrary contained herein, except in the case of Fraud in the making of any of the representations or warranties set forth in Article III or Article IV, (a) all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) available to Buyer or any of its Affiliates or any of its or their Representatives or any other Person through or on behalf of Buyer 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 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 are those solely of) Seller; (b) no Person other than Seller, including any Affiliate or any director, officer, employee, incorporator, member, partner, manager, stockholder, agent, attorney, or representative of, or any financial advisor or lender to, Seller or any of its Affiliates, or any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or representative of, or any financial advisor or lender to, any of the foregoing (“Nonparty 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 arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach or the transactions contemplated hereby; (c) to the maximum extent permitted by law, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Acquired Companies), hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates; and (d) without limiting the foregoing, to the maximum extent permitted by law, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Acquired Companies), (i) 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 Seller or otherwise impose liability of Seller on any 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, and (ii) disclaims any reliance upon any 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 enter into, this Agreement.

No Recourse Against Nonparty Affiliates. Notwithstanding anything to the contrary contained hereinin this Agreement, except in the case of Fraud in the making of any of the representations or warranties set forth in Article III or Article IV, (a) all claims, obligations, liabilities, liabilities or causes of action or any other Action (whether in contract or in tort, in law or in equity, or granted by statute) available to Buyer or any of its Affiliates or any of its or their Representatives or any other Person through or on behalf of Buyer 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 AgreementAgreement or any other Transaction Document, or the negotiation, execution, 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 AgreementAgreement or any other Transaction Document), may be made only against (and are those solely of) Seller; the entities that are expressly identified as parties on the signature pages to this Agreement or the other applicable Transaction Document (beach, a “Contracting Party”) 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 other Transaction Document). Notwithstanding anything to the contrary in this Agreement, no Person who is not a Contracting Party with respect to this Agreement or any other than SellerTransaction Document, as applicable, including any Affiliate or any director, officer, employee, incorporatorany, member, limited or general partner, managerunitholder, stockholder, agent, attorney, stockholder or representative of, Representative or any financial advisor other Buyer Related Party Debt Financing Source Party or lender toParent Related Party, Seller or as applicable, of any of its Affiliates, or any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or representative of, or any financial advisor or lender to, any of the foregoing Contracting Party who is not itself a Contracting Party (“Nonparty 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, obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated hereby such other Transaction Document, as applicable, or based on, in respect of, or by reason of this Agreement or such other Transaction Document, as applicable, or its negotiation, execution, performanceperformance or breach; and, or breach or the transactions contemplated hereby; (c) to the maximum extent permitted by lawapplicable Law, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Acquired Companies), each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, action and obligations against any such Nonparty Affiliates; and (d) without . Without limiting the foregoingforegoing notwithstanding anything to the contrary, to the maximum extent permitted by law, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Acquired Companies)applicable Law, (ia) each 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 Seller a Contracting Party or otherwise impose liability of Seller a Contracting Party on any 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, undercapitalization or otherwise, otherwise and (iib) each Contracting Party disclaims any reliance upon any 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 enter into, this AgreementAgreement or any other Transaction Document. Nothing in this Section 9.13 will limit any rights any Buyer Related Party (in its capacity as such) may have in respect of its Debt Financing Sources (in their respective capacities as such).

No Recourse Against Nonparty Affiliates. Notwithstanding anything to the contrary contained herein, herein and except in the case of Fraud in the making of any of the representations or warranties set forth in Article III or Article IVFraud, (a) all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statutestatute or otherwise) available to of any Buyer or any of its Affiliates or any of its or their Representatives or any other Person through or on behalf of Buyer Related Party 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 AgreementAgreement or the transactions contemplated hereby, 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 are those solely of) Seller; (b) no Person other than Seller, no Person, including any Affiliate or any director, officer, employee, incorporator, member, partner, manager, stockholder, agent, attorney, or representative of, or any financial advisor or lender to, Seller or any of its Affiliates, or any director, officer, employee, incorporator, member, partner, manager, stockholder, Nonparty Affiliate, agent, attorney, or representative of, or any financial advisor or lender to, any of the foregoing (“Nonparty Affiliates”), shall have any liability or obligation (whether in contract or in tort, in law or in equity, or granted by statutestatute or otherwise) to any Buyer Related Party for any Suits, 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 hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach or the transactions contemplated hereby; (c) to the maximum extent permitted by law, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Acquired Companies)all other Buyer Related Parties, hereby waives and releases all such liabilities, Suits, claims, causes of action, and obligations against any such Nonparty Affiliates; and (d) without limiting the foregoing, to the maximum extent permitted by law, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Acquired Companies)all other Buyer Related Parties, (i) hereby waives and releases any and all rights, Suits, claims, demands, or causes of action that may otherwise be available at law or in equity, or in contract, in tort, granted by statutestatute or otherwise, to avoid or disregard the entity form of Seller or otherwise impose liability of Seller on any 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, and (ii) disclaims any reliance upon any 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 enter into, this Agreement.. For the avoidance of doubt, nothing in this Section 9.17 absolves or relieves any Person, including any Nonparty Affiliate, from any obligations or liabilities under any Contract to which such Person is a party, whether or not such Contract relates to this Agreement. LEGAL_US_E # 161486834.17

No Recourse Against Nonparty Affiliates. Notwithstanding anything to the contrary contained herein, except in the case of Fraud in the making of any of the representations or warranties set forth in Article III or Article IV, (a) all All claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) available to Buyer or any of its Affiliates or any of its or their Representatives or any other Person through or on behalf of Buyer 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 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 are those solely of) Seller; the entities that are expressly identified as Parties in the preamble to this Agreement (bor their permitted assignees) no (“Contracting Party”). No Person other than Sellerwho is not a Contracting Party, including any Affiliate or any director, officer, employee, incorporator, member, partner, manager, unitholder, stockholder, Affiliate, agent, attorney, or representative of, or and any financial advisor or lender to, Seller or any of its AffiliatesContracting Party, or any director, officer, employee, incorporator, member, partner, manager, unitholder, stockholder, Affiliate, agent, attorney, or representative of, or and any financial advisor or lender to, any of the foregoing (“Nonparty 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 arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach or the transactions contemplated herebybreach; (c) and, to the maximum extent permitted by lawLaw, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Acquired Companies), each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates; and (d) without . Without limiting the foregoing, to the maximum extent permitted by law, Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Acquired Companies)Law, (ia) each 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 Seller a Contracting Party or otherwise impose liability of Seller a Contracting Party on any 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, ; and (iib) each Contracting Party disclaims any reliance upon any 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 enter into, this Agreement.