Common use of No Recourse Against Third Parties Clause in Contracts

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 Acquired Company, Seller, Buyer, any Affiliate of any of the foregoing (including, with respect to Buyer, from and after the Closing, the 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 equityholders, partners, members, controlling persons, directors, officers, employees, incorporators, managers, agents, Representatives, or Affiliates of Buyer or the Acquired Company, 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, the Acquired Company, 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 Acquired Company or any Non-Party Affiliate in any way concerning the Business, the Acquired Company, this Agreement or its subject matter or the transactions contemplated hereby.

No Recourse Against Third Parties. Notwithstanding any other provision of this Agreement or any Ancillary Agreement, except in the case of Fraud or 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 Acquired Company, Sellerthe Selling Parties, Buyer, any Affiliate of any of the foregoing (including, with respect to Buyer, from and after the Closing, the 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 or any applicable Ancillary Agreement, including any equityholders, partners, members, controlling persons, directors, managers, officers, employees, incorporators, managers, agents, Representatives, or Affiliates of Buyer Buyer, the Company or the Acquired Company, Seller any Selling Party 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 uponon, or in connection with the Business, the Acquired Company, this Agreement, Agreement or the Ancillary Agreements or their subject matter or matter, 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 Acquired Company or any Non-Party Affiliate in any way concerning the Business, Company or the Acquired Company, business of the Company in connection with this Agreement or its the Ancillary Agreements or their subject matter or the transactions contemplated herebyhereby or thereby.

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 Acquired CompanyCompany Members, Sellerthe Sellers, Buyer, any Affiliate of any of the foregoing (including, with respect to Buyer, from and after the Closing, the Acquired Companyany 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 the Acquired Companyany 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 Businessbusiness of the Company Members, the Acquired CompanyCompany 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 Acquired Company Members 87 US-DOCS\102662145.20 or any Non-Party Affiliate in any way concerning the Businessbusiness of the Company Members, the Acquired CompanyCompany Members, this Agreement or its subject matter or the transactions contemplated hereby.. [SIGNATURE PAGES FOLLOW] 88 US-DOCS\102662145.20

No Recourse Against Third Parties. Notwithstanding Except for claims pursuant to any other provision 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 (each a “Nonparty Affiliate”), and then solely with respect to claims against the 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, except to the extent otherwise agreed in writingnegotiation hereof or its subject matter, no claim (whether at law or in equity, whether in contract, tort, statute or otherwise) may be asserted by the Acquired Company, Seller, Buyer, any Affiliate of any of the foregoing (including, with respect to Buyer, from and after the Closing, the Acquired Company) or any Person claiming by, through or for the benefit of any of themtransactions contemplated hereby, 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 the Acquired Company, 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 expressly identified as a party to this Agreement or such Ancillary Agreement (each a “Non-Party Affiliate”and against any such Person only pursuant to the terms and conditions of this Agreement or such Ancillary Agreement, as applicable), with respect including against any Nonparty Affiliate or (b) without limiting the generality of clause (a), hold or attempt to matters arising in whole or in part out of, related to, based upon, or in connection with the Business, the Acquired Company, this Agreement, the Ancillary Agreements or their subject matter or the transactions contemplated hereby or thereby or with respect 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 Acquired Company Company, Parent, or any Non-Party Affiliate in any way Nonparty Affiliate, or their respective agents or other Representatives, concerning the BusinessCompany, the Acquired Companyany of its Subsidiaries, Parent, Merger Sub, any of their respective Affiliates, this Agreement or its subject matter or the transactions 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. 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 Acquired Company, Sellerthe Sellers, Buyer, Merger Sub, any Affiliate of any of the foregoing (including, with respect to Buyer, from and after the Closing, the 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 equityholdersequity holders, partners, members, controlling persons, directors, officers, employees, incorporators, managers, agents, Representatives, or Affiliates of Buyer or the Acquired Company, 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 Businessbusiness of the Company, the Acquired Company, this Agreement, the Ancillary Agreements Documents 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 Acquired Company or any Non-Party Affiliate in any way concerning the Businessbusiness of the Company, the Acquired Company, this Agreement or its subject matter or the transactions contemplated hereby.

No Recourse Against Third Parties. Notwithstanding any other provision of this Agreement, except for claims related to the extent otherwise agreed in writingFraud, no claim (whether at law or in equity, whether in contract, tort, statute or otherwise) may be asserted by the Acquired CompanyCompany Group, Sellerthe Sellers, Buyer, any Affiliate of any of the foregoing (including, with respect to Buyer, from and after the Closing, the Acquired CompanyCompany and any Company Subsidiary) 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 equityholdersdirect or indirect equity holder or member, partnersdirector, membersofficer, controlling personspartner, directorsemployee, officersAffiliate or Representative of Buyer, employees, incorporators, managers, agents, Representatives, the Company or Affiliates of Buyer or the Acquired Companyany Company Subsidiary, Seller or the heirs, executors, administrators, successors or permitted 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, business of the Acquired CompanyCompany Group, 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 Acquired Company Group or any Non-Party Affiliate in any way concerning the Business, business of the Acquired CompanyCompany Group, this Agreement or its subject matter or the transactions contemplated hereby.

No Recourse Against Third Parties. (a) 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 Acquired CompanyCompany Members, SellerBlocker, the Sellers, Additional Sellers, Buyer, any Affiliate of any of the foregoing (including, with respect to Buyer, from and after the Closing, the Acquired Companyany Company Member) or any Person claiming by, through or for the benefit of any of them, against any Person who is not a party to this Agreement, including any equityholders, partners, members, controlling persons, directors, officers, employees, incorporators, managers, agents, Representatives, Representatives or Affiliates of Buyer or the Acquired Companyany Company Member, Blocker, Seller, Additional 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 Businessbusiness of the Company Members, the Acquired CompanyCompany 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 Acquired Company Members or any Non-Party Affiliate in any way concerning the Businessbusiness of the Company Members, the Acquired CompanyCompany Members, this Agreement or its subject matter matter, the Ancillary Agreements or the transactions contemplated herebyhereby or thereby.

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 Xxxx, the Acquired CompanyCompany Members, SellerSellers, Buyer, any Affiliate of any of the foregoing (including, with respect to Buyer, from and after the Closing, the Acquired Companyany Company Member) or any Person claiming by, through or for the benefit of any of them, against any Person who is not a party to this Agreement, including any equityholders, partners, members, controlling persons, directors, officers, employees, incorporators, managers, agents, Representatives, Representatives or Affiliates of Buyer or the Acquired Companyany Company Member, Seller Xxxx, Sellers 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 Businessbusiness of the Company Members, the Acquired CompanyCompany 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 Acquired Company Members or any Non-Party Affiliate in any way concerning the Businessbusiness of the Company Members, the Acquired CompanyCompany Members, this Agreement or its subject matter matter, the Ancillary Agreements or the transactions contemplated herebyhereby or thereby.

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 Acquired CompanyCompany Members, Sellerthe Sellers, Buyer, any Affiliate of any of the foregoing (including, with respect to Buyer, from and after the Closing, the any Acquired CompanyCompany 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 Acquired Company Member, the Acquired Company, Seller Sellers 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 Businessbusiness of the Acquired Company Members, the Acquired CompanyCompany 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 Acquired Company Members or any Non-Party Affiliate in any way concerning the Businessbusiness of the Acquired Company Members, the Acquired CompanyCompany Members, this Agreement or its subject matter or the transactions contemplated hereby.. 75