Common use of No Recourse Against Third Parties Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Savvis Communications Corp), Asset Purchase Agreement (Cable & Wireless Public Limited Co)

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No Recourse Against Third Parties. Buyer, on the one hand, and each of the Sellers, on the other hand, 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 “Claim Group”"BUYER GROUP") that no member of the Claim Buyer Group shall have any rights against any creditor, officer, director, shareholdershareholder (other than Sellers themselves), Affiliate, attorney or agent of any of the other party Allegiance (each, individually, a “Non"NON-Recourse Person”RECOURSE PERSON") for any damages, suits, claims, proceedings, fines, judgments, costs or expenses (including attorneys' fees and incidental, consequential or punitive damages) (collectively, “Losses”"LOSSES") that any party Buyer Party may suffer in connection with this Agreement. If any member of the Claim Buyer Group makes a claim against any person or entity other than Buyer that is not a Non-Recourse Person (a “Third Person”"THIRD PERSON") that in any way gives rise to a claim by such Third Person Party against any Non-Recourse Person asserting that such Non-Recourse Person is or may be liable to such Third Person Party 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”"CLAIM OVER"), such member of the Claim Buyer Group shall reduce or credit against any judgment or settlement such member of the Claim Buyer Group may obtain against such Third Person Party the full amount of any judgment or settlement such Third Person Party may obtain against the Non-Recourse Person on such Claim Over, and shall, as part of any settlement with such Third PersonParty, obtain from such Third Person Party for the benefit of such Non-Recourse Person a satisfaction in full of such Third Person’s Party's Claim Over against the Non-Recourse Person. The provisions of this SECTION 9.7, however, shall not apply as to any fraud claims.

Appears in 1 contract

Samples: Asset Purchase Agreement (Allegiance Telecom Inc)

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No Recourse Against Third Parties. Buyer, on the one hand, and each of the Sellers, on the other hand, 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 “Claim Buyer Group”) that no member of the Claim Buyer Group shall have any rights against any creditor, officer, director, shareholdershareholder (other than Sellers themselves), Affiliate, attorney or agent of any of the other party Allegiance (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 Buyer Party may suffer in connection with this Agreement. If any member of the Claim Buyer Group makes a claim against any person or entity other than Buyer that is not a Non-Recourse Person (a “Third Person”) that in any way gives rise to a claim by such Third Person Party against any Non-Recourse Person asserting that such Non-Recourse Person is or may be liable to such Third Person Party 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 Buyer Group shall reduce or credit against any judgment or settlement such member of the Claim Buyer Group may obtain against such Third Person Party the full amount of any judgment or settlement such Third Person Party may obtain against the Non-Recourse Person on such Claim Over, and shall, as part of any settlement with such Third PersonParty, obtain from such Third Person Party for the benefit of such Non-Recourse Person a satisfaction in full of such Third PersonParty’s Claim Over against the Non-Recourse Person. The provisions of this Section 9.7, however, shall not apply as to any fraud claims.

Appears in 1 contract

Samples: Asset Purchase Agreement (Xo Communications Inc)

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