No Recourse Against Third Parties. 11.17.1. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder; provided however, that the following Persons are expressly intended as third party beneficiaries with respect to the following specified sections of this Agreement and will have the right to enforce such specified sections against the parties to this Agreement: with respect to Section 8.6, the Persons who are the beneficiaries of the rights under such Section; with respect to Section 9, the Persons who are the beneficiaries of the indemnification under such Section; with respect to Section 11.15, Ropes & Xxxx LLP; and with respect to Section 11.17.2, the Nonparty Affiliates.
11.17.2. Notwithstanding any other provision of this Agreement, no claim (whether at law or in equity, whether in contract, tort, statute or otherwise) may be asserted by the Buyer, any Affiliate of the Buyer, or any Person claiming by, through or for the benefit of any of them, against any Person who is not party to this Agreement, including any equityholders, partners, members, controlling persons, directors, officers, employees, incorporators, managers, agents, Representatives, or Affiliates of the Company, the Seller or the heirs, executors, administrators, successors or assigns of any of the foregoing (or any Affiliate of any of the foregoing) (each a “Nonparty Affiliate” and, collectively, the “Nonparty Affiliates”) with respect to any matters arising under or relating to the Business, the Company (including with respect to the operation of its business prior to the Closing or any other transaction, circumstance or state of facts involving the Company prior to the Closing), this Agreement or the Contemplated Transactions or with respect to any actual or alleged inaccuracies, misstatements or omissions with respect to information furnished by or on behalf of the Company or any Nonparty Affiliate concerning the Business, the Company (including with respect to the operation of its business prior to the Closing or any other transaction, circumstance or state of facts involving the Company prior to the Closing), this Agreement or the Contemplated Transactions.
No Recourse Against Third Parties. Notwithstanding any other provision of this Agreement, no claim (whether at law or in equity, whether in contract, tort, statute or otherwise) may be asserted by the Buyer, any Affiliate of the Buyer (including, from and after the Closing, any Acquired Company), or any Person claiming by, through or for the benefit of any of them, against any Person who is not party to this Agreement, including any partners, members, controlling persons, directors, officers, employees, incorporators, managers, agents, Representatives, or Affiliates of any Acquired Company, equityholder or the heirs, executors, administrators, successors or assigns of any of the foregoing (or any Affiliate of any of the foregoing) (each a “Nonparty Affiliate” and, collectively, the “Nonparty Affiliates”) with respect to matters arising in whole or in part out of, related to, based upon, or in connection with the Acquired Companies, this Agreement or its subject matter or the Transactions or with respect to any actual or alleged inaccuracies, misstatements or omissions with respect to information furnished by or on behalf of the Acquired Companies or any Nonparty Affiliate in any way concerning the Acquired Companies, this Agreement or its subject matter or the Transactions.
No Recourse Against Third Parties. Notwithstanding any other provision of this Agreement, except to the extent otherwise agreed in writing, no claim (whether at law or in equity, whether in contract, tort, statute or otherwise) may be asserted by the Company Members, the Sellers, Buyer, any Affiliate of any of the foregoing (including, with respect to Buyer, from and after the Closing, any Company Member) or any Person claiming by, through or for the benefit of any of them, against any Person who is not party to this Agreement, including any equityholders, partners, members, controlling persons, directors, officers, employees, incorporators, managers, agents, Representatives, or Affiliates of Buyer or any Company Member, Seller or the heirs, executors, administrators, successors or assigns of any of the foregoing (or any Affiliate of any of the foregoing) that is not a party to this Agreement (each a “Non-Party Affiliate”), with respect to matters arising in whole or in part out of, related to, based upon, or in connection with the business of the Company Members, the Company Members, this Agreement, the Ancillary Agreements or their subject matter or the transactions contemplated hereby or thereby or with respect to any actual or alleged inaccuracies, misstatements or omissions with respect to information furnished by or on behalf of the Company Members US-DOCS\102662145.20 or any Non-Party Affiliate in any way concerning the business of the Company Members, the Company Members, this Agreement or its subject matter or the transactions contemplated hereby. [SIGNATURE PAGES FOLLOW] US-DOCS\102662145.20
No Recourse Against Third Parties. Buyer, on the one hand, and each of the Sellers, on the other hand, agrees for itself and for all of its officers, directors, shareholders, Affiliates, attorneys, agents and any other parties making any claim by, through or under the rights of such persons (collectively, the “Claim Group”) that no member of the Claim Group shall have any rights against any officer, director, shareholder, Affiliate, attorney or agent of any of the other party (each, individually, a “Non-Recourse Person”) for any damages, suits, claims, proceedings, fines, judgments, costs or expenses (including attorneys’ fees and incidental, consequential or punitive damages) (collectively, “Losses”) that any party may suffer in connection with this Agreement. If any member of the Claim Group makes a claim against any person or entity that is not a Non-Recourse Person (a “Third Person”) that in any way gives rise to a claim by such Third Person against any Non-Recourse Person asserting that such Non-Recourse Person is or may be liable to such Third Person with respect to any Losses arising in connection with this Agreement (whether by way of indemnification, contribution, or otherwise on any theory whatever) (a “Claim Over”), such member of the Claim Group shall reduce or credit against any judgment or settlement such member of the Claim Group may obtain against such Third Person the full amount of any judgment or settlement such Third Person may obtain against the Non-Recourse Person on such Claim Over, and shall, as part of any settlement with such Third Person, obtain from such Third Person for the benefit of such Non-Recourse Person a satisfaction in full of such Third Person’s Claim Over against the Non-Recourse Person.
No Recourse Against Third Parties. Buyer agrees for itself and for all of its officers, directors, shareholders, Affiliates, attorneys, agents and any other parties making any claim by, through or under the rights of such persons (collectively, the “Buyer Group”) that no member of Buyer Group shall have any rights against any officer, director, shareholder, Affiliate, attorney or agent of Seller (each, individually, a “Non-Recourse Person”) for any Losses that any member of Buyer Group may suffer in connection with this Agreement. Buyer and all members of Buyer Group hereby waive any rights, recourse or remedy against Seller under any Environmental Laws, including any arising under the Comprehensive Environmental Response, Compensation and Liability Act, any analogous state law, or the common law, with respect to any environmental health or safety matter relating to the Acquired Assets in the Power Plant. If any member of Buyer Group makes a claim against any person or entity that is not a Non-Recourse Person (a “Third Person”) that in any way gives rise to a claim by such Third Person against any Non-Recourse Person asserting that such Non-Recourse Person is or may be liable to such Third Person with respect to any Losses arising in connection with this Agreement (whether by way of indemnification, contribution, or otherwise on any theory whatever) (a “Claim Over”), such member of Buyer Group shall reduce or credit against any judgment or settlement such member of Buyer Group may obtain against such Third Person the full amount of any judgment or settlement such Third Person may obtain against the Non-Recourse Person on such Claim Over, and shall, as part of any settlement with such Third Person, obtain from such Third Person for the benefit of such Non-Recourse Person a satisfaction in full of such Third Person’s Claim Over against the Non-Recourse Person.
No Recourse Against Third Parties. No Party shall, and no Party shall cause any other Person to, or permit any of its Representative Parties to, (a) assert any claim of any nature whatsoever arising under, or relating to, this Agreement, the negotiation hereof or its subject matter, or the Contemplated Transactions, against any Person other than a party to this Agreement or any Ancillary Agreement (and against such Persons only pursuant to the terms and conditions hereof and thereof), including against any past, present or future, direct or indirect, director, officers employee, incorporator, manager, agent, Representative Party or Affiliate of the Company (or any Affiliate of any of the foregoing) or the heirs, executors, administrators, estates, successors or assigns of any of the foregoing (each, a “Nonparty Affiliate”) or (b) without limiting the generality of clause (a), hold or attempt to hold any Nonparty Affiliate liable for any actual or alleged inaccuracy in, or misstatement or omission with respect to, any information or materials of any kind furnished by the Company or any Nonparty Affiliate, or their respective Representative Parties, concerning the Defense Business, the Subject Companies, this Agreement or the Contemplated Transactions. This Section 11.17 shall be for the benefit of, and shall be enforceable by, each Nonparty Affiliate and their respective successors, assigns, heirs, executors, administrators and estates, and such
No Recourse Against Third Parties a) In deviating from section 1225 of the BGB, no right of the Administrative Agent against any other Loan Party shall pass to any of the Pledgors as a result of the enforcement of the Pledges. The relevant Pledgor may not exercise any rights which it may have by reason of performance by it of its obligations under this Agreement or as a result of the enforcement of the collateral created under this Agreement:
(i) to be indemnified by another Loan Party;
(ii) to claim any recourse from any other chargor of any Loan Party's obligations under the Loan Documents;
(iii) to exercise any right of set-off against any other Loan Party; and/or
(iv) to take the benefit (in whole or in part and whether by way of legal subrogation or otherwise) of any rights of the Secured Parties under the Loan Documents or of any other guarantee or collateral taken pursuant to, or in connection with, the Loan Documents by any Secured Party.
b) Each Pledgor furthermore hereby waives (by way of an agreement in favor of the Administrative Agent pursuant to section 328 of the BGB) any contractual and/or statutory damage and/or reimbursement claims (Schadensersatz- und Aufwendungsersatzansprüche) against any other Loan Party it may have in case of realization and/or satisfaction of any of the Secured Obligations. For the avoidance of doubt, none of the Pledgors shall be entitled to demand an assignment of the Secured Obligations to it.
c) If any of the Pledgors receive any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution on trust for the Secured Parties to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Loan Parties under or in connection with the Loan Documents to be repaid in full and shall promptly (unverzüglich) pay or transfer the same to the Administrative Agent or as the Administrative Agent may direct for application in accordance with the instructions of the Secured Parties.
No Recourse Against Third Parties. Buyer agrees for itself and for all of its officers, directors, shareholders, Affiliates, attorneys, agents and any other parties making any claim by, through or under the rights of such persons (collectively, the "Buyer Group") that no member of Buyer Group shall have any rights against any officer, director, shareholder, Affiliate (including Visteon), attorney or agent of Seller for any Losses that any member of Buyer Group may suffer in connection with this Agreement.
No Recourse Against Third Parties. Notwithstanding any other provision of this Agreement, except to the extent otherwise agreed in writing, no claim (whether at law or in equity, whether in contract, tort, statute or otherwise) may be asserted by Seller or its Subsidiaries, the Seller Principal, the Buyer Parties, any Affiliate of any of the foregoing or any Person claiming by, through or for the benefit of any of them, against any Person who is not party to this Agreement,
No Recourse Against Third Parties. Other than as permitted by the Note Purchase Agreement or the Finance Documents, a) in deviating from Sec. 1225 BGB, no right of the Collateral Agent (or any of the Secured Parties) against any other Note Party shall pass to the Pledgor as a result of the enforcement of the Pledges. The Pledgor may not exercise any rights which it may have by reason of performance by it of its obligations under this Agreement or as a result of the enforcement of the collateral created under this Agreement:
(i) to be indemnified by another Note Party;
(ii) to claim any recourse from any other chargor of any Note Party's obligations under the Note Purchase Agreement or the Finance Documents;
(iii) to exercise any right of set-off against any other Note Party; and/or WEIL:\99698448\10\48555.0006
(iv) to take the benefit (in whole or in part and whether by way of legal subrogation or otherwise) of any rights of the Secured Parties under the Note Purchase Agreement or the Finance Documents or of any other agreement or of any other guarantee or collateral taken pursuant to, or in connection with, the Note Purchase Agreement or the Finance Documents by any Secured Party.
