Common use of No Recourse Against Third Parties Clause in Contracts

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. 11.17.1. 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 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 8.67.6, the Persons who are the beneficiaries of the rights under such Section; with respect to Section 9Article X, the Persons who are the beneficiaries of the indemnification under such Section; with respect to Section 11.15, Ropes & Xxxx LLPDLA Piper; and with respect to Section 11.17.2, the Nonparty Affiliates. 11.17.2. 11.17.2 Notwithstanding any other provision of this Agreement, (i) no claim (whether at law or in equity, whether in contract, tort, statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) may be asserted by the Buyerany party, any Affiliate of the Buyerany party, or any Person claiming by, through or for the benefit of any of them, against any Person who is not party to this AgreementAgreement or, in the case of the Ancillary Agreements or any other agreement referenced herein or therein, any Person who is not party to such Ancillary Agreement or other agreement referenced herein or therein, including any equityholders, partners, members, controlling persons, directors, officers, employees, incorporators, managers, agents, Representatives, or Affiliates of the Company, the Seller any party 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 based upon, in respect of, arising under under, out or by reason of, in connection with, or relating in any manner to (a) this Agreement, the BusinessAncillary Agreements, the transactions contemplated by this Agreement or the Ancillary Agreements or any other agreement referenced herein or therein or any transactions contemplated thereunder, (b) the negotiation, execution or performance of this Agreement, any Ancillary Agreement or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, such Ancillary Agreement or such other agreement), (c) any breach or violation of this Agreement, any Ancillary Agreement or any other agreement referenced herein or therein, (d) any actual or alleged inaccuracies, misstatements or omissions with respect to information furnished by or on behalf of any party or any Nonparty Affiliate concerning the business of 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 Agreement, the Ancillary Agreements or the Contemplated Transactions or with respect to any actual or alleged inaccuracies, misstatements or omissions with respect to information furnished transactions contemplated 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 TransactionsAncillary Agreements and (e) any failure of the transactions contemplated by this Agreement or the Ancillary Agreements or any other agreement referenced herein or therein to be consummated, (ii) no recourse shall be sought by or had against any Nonparty Affiliates under this Agreement, any Ancillary Agreement or any other agreement referenced herein or therein or in connection with the transactions contemplated by this Agreement or the Ancillary Agreements or any transactions contemplated by any Ancillary Agreement or any other agreement referenced herein or therein, and (iii) no Nonparty Affiliate shall have any liabilities or obligations (whether at law or in equity, whether in contract, tort, statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims or causes of action arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (e), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (e). Notwithstanding anything to the contrary herein or otherwise, no Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, any Ancillary Agreement or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing. 11.17.3 Notwithstanding anything to the contrary contained herein, each of the Seller and the Company hereby (i) acknowledges that none of the Financing Sources shall have any liability under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute related to, or arising from, the Debt Financing, the Debt Commitment Letter, any related agreements or the performance thereof, (ii) waive any rights or claims against any of the Financing Sources in connection with this Agreement, the Debt Financing or the Debt Commitment Letter, whether at law or equity, in contract, in tort or otherwise, and (iii) agree not to commence (and if commenced agree to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Financing Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby or thereby.

No Recourse Against Third Parties. 11.17.111.18.1. 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 11.1511.16, Ropes & Xxxx LLP; and with respect to Section 11.17.211.18.2, the Nonparty Affiliates. 11.17.211.18.2. 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 without limitation any equityholders, partners, members, controlling persons, directors, officers, employees, incorporators, managers, agents, Representatives, or Affiliates of the any Acquired Company, the any 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 Acquired Companies (including with respect to the operation of its business their respective businesses prior to the Closing or any other transaction, circumstance or state of facts involving the Company Acquired Companies 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 Acquired Companies or any Nonparty Affiliate concerning the Business, the Company Acquired Companies (including with respect to the operation of its business their respective businesses prior to the Closing or any other transaction, circumstance or state of facts involving the Company Acquired Companies prior to the Closing), this Agreement or the Contemplated Transactions.

No Recourse Against Third Parties. 11.17.1. No provision of Except for claims pursuant to any Ancillary Agreement between any Party and any Equityholder Related Party or Parent Related Party that is not expressly named as a Party to this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder; provided however(each a “Nonparty Affiliate”), that the following Persons are expressly intended as third party beneficiaries and then solely with respect to the following specified sections of this Agreement and will have the right to enforce such specified sections claims against the parties Nonparty Affiliates or Nonparty Affiliates that are party to the applicable Ancillary Agreement, each Party agrees on behalf of itself and on behalf of the Equityholder Related Parties, in the case of the Company, and the Parent Related Parties, in the case of Parent and Merger Sub, to not, (a) assert any claim of any nature whatsoever arising under or relating 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 negotiation hereof or in equity, whether in contract, tort, statute or otherwise) may be asserted by the Buyer, any Affiliate of the Buyerits subject matter, or any Person claiming by, through or for the benefit of any of themtransactions contemplated hereby, against any Person who is not expressly identified as a party to this Agreement, including Agreement or such Ancillary Agreement (and against 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 such Person only pursuant to the Business, the Company (including with respect to the operation terms and conditions 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 such Ancillary Agreement, as applicable), including against any Nonparty Affiliate or (b) without limiting the Contemplated Transactions generality of clause (a), hold or with respect attempt to hold any Nonparty Affiliate liable for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by or on behalf of the Company Company, Parent, or any Nonparty Affiliate Affiliate, or their respective agents or other Representatives, concerning the BusinessCompany, the Company (including with respect to the operation any of its business prior to the Closing or Subsidiaries, Parent, Merger Sub, any other transaction, circumstance or state of facts involving the Company prior to the Closing)their respective Affiliates, this Agreement or the Contemplated Transactionstransactions contemplated hereby; provided, that this Section 9.2 shall not prohibit enforcement by the Equityholder Representative of Section 10.14 against the Equityholders.

No Recourse Against Third Parties. 11.17.1. 12.17.1 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 8.69.6, the Persons who are the beneficiaries of the rights under such Section; with respect to Section 910, 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 11.17.212.17.2, the Nonparty Affiliates. 11.17.2. 12.17.2 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 without limitation any equityholders, partners, members, controlling persons, directors, officers, employees, incorporators, managers, agents, Representatives, or Affiliates of the any Acquired Company, the any 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 Acquired Companies (including with respect to the operation of its business their respective businesses prior to the Closing or any other transaction, circumstance or state of facts involving the Company Acquired Companies 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 Acquired Companies or any Nonparty Affiliate concerning the Business, the Company Acquired Companies (including with respect to the operation of its business their respective businesses prior to the Closing or any other transaction, circumstance or state of facts involving the Company Acquired Companies prior to the Closing), this Agreement or the Contemplated Transactions.

No Recourse Against Third Parties. 11.17.111.18.1. No provision of this Agreement is intended to confer upon any Person other than the parties Parties hereto and any permitted assigns 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 applicable 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 99.3, the Persons who are the beneficiaries of the indemnification under such SectionReleasees; with respect to Section 11.1511.16, Ropes & Xxxx Gray LLP; and with respect to Section 11.17.211.18.2, the Nonparty Affiliates. 11.17.211.18.2. Notwithstanding any other provision of this Agreement or the Escrow 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 themthem (including any Buyer Related Party), against any Person who is not party other than the Sellers or the Company (in each case, pursuant to the terms of this Agreement), including any equityholders, partners, members, controlling persons, directors, officers, employees, incorporators, managers, agents, Representatives, or and Affiliates of any Acquired Company or the Company, the Seller Sellers 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 Acquired Companies (including with respect to the operation of its business their respective businesses prior to the Closing or any other transaction, circumstance or state of facts involving the Company Acquired Companies 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 Acquired Companies or any Nonparty Affiliate concerning the Business, the Company Acquired Companies (including with respect to the operation of its business their respective businesses prior to the Closing or any other transaction, circumstance or state of facts involving the Company Acquired Companies prior to the Closing), this Agreement or the Contemplated Transactions; provided, however, that nothing herein shall prevent the Buyer from recovering any portion of the Purchase Price hereunder dividended or otherwise distributed to a Non-Party Affiliate by a party hereto in the event of Fraud by such Non-Party Affiliate. 11.18.3. Notwithstanding any other provision of this Agreement or the Escrow Agreement, no claim (whether at law or in equity, whether in contract, tort, statute or otherwise) may be asserted by the Acquired Companies (prior to Closing) or the Sellers, or any Affiliate of the Acquired Companies or the Sellers, or any Person claiming by, through or for the benefit of any of them (including any Seller Related Party), against any Person other than the Buyer or, 138052556_15 following the Closing with respect to Sections 8.5 or 8.6 hereof, the Acquired Companies (in each case, pursuant to the terms of this Agreement), including any equityholders, partners, members, controlling persons, directors, officers, employees, incorporators, managers, agents, Representatives, and Affiliates of Buyer 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 this Agreement or the Contemplated Transactions; provided that the foregoing shall not prevent Sellers or the Acquired Companies from seeking the liquidation of assets of Affiliates of the Buyer in the event that the Buyer fails to make any payments required by this Agreement.