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 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. 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 MembersAcquired Company, the SellersSeller, Buyer, any Affiliate of any of the foregoing (including, with respect to Buyer, from and after the Closing, any Company Memberthe 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 any Company Memberthe 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 of the Company MembersBusiness, the Company MembersAcquired 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 Members US-DOCS\102662145.20 or any Non-Party Affiliate in any way concerning the business of the Company MembersBusiness, the Company MembersAcquired Company, this Agreement or its subject matter or the transactions contemplated hereby. [SIGNATURE PAGES FOLLOW] US-DOCS\102662145.20.

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 Company Members, Blocker, the Sellers, Additional 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 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 any 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 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 matter, the Ancillary Agreements or the transactions contemplated hereby. [SIGNATURE PAGES FOLLOW] UShereby or thereby. (b) No Debt Financing Source shall have any liability, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, for any obligations or Liabilities of the Parties or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby (including any dispute arising out of, or relating in any way to, the Debt Commitment Letter or the performance thereof) and neither the Company Members, Blocker, the Sellers, Buyer, any Affiliate of any of the foregoing or any Non-DOCS\102662145.20Party Affiliate shall be entitled to seek specific performance of any rights of Buyer or any Affiliate thereof to cause the Debt Financing to be funded; provided that, notwithstanding the foregoing, nothing in this Section 16.13(b) shall in any way limit or modify the rights and obligations of Buyer this Agreement or under the Debt Commitment Letter or any Debt Financing Source’s obligations to Buyer under the Debt Commitment Letter.

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 Company MembersCompany, the SellersSelling Parties, Buyer, any Affiliate of any of the foregoing (including, with respect to Buyer, from and after the Closing, any Company Memberthe 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 any Company Member, Seller 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 of the Company Members, the Company Members, 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 Company Members US-DOCS\102662145.20 or any Non-Party Affiliate in any way concerning the Company or the business of the Company Members, the Company Members, in connection with this Agreement or its the Ancillary Agreements or their subject matter or the transactions contemplated hereby. [SIGNATURE PAGES FOLLOW] US-DOCS\102662145.20hereby 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 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 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 any 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 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 matter, the Ancillary Agreements or the transactions contemplated hereby. [SIGNATURE PAGES FOLLOW] US-DOCS\102662145.20hereby 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 Company Members, the Sellers, Buyer, any Affiliate of any of the foregoing (including, with respect to Buyer, from and after the Closing, any Acquired 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 Acquired Company Member, Seller the 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 business of the Acquired Company Members, the Acquired 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 Acquired Company Members US-DOCS\102662145.20 or any Non-Party Affiliate in any way concerning the business of the Acquired Company Members, the Acquired Company Members, this Agreement or its subject matter or the transactions contemplated hereby. [SIGNATURE PAGES FOLLOW] US-DOCS\102662145.2075