No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party. No Party shall have recourse to any parent, subsidiary, partner, member, Affiliate, lender, director, officer or employee of the other Party for performance or non-performance of any obligation hereunder, unless such obligations were assumed in writing by the Person against whom recourse is sought.
No Recourse to Affiliates. This Master PPA is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party. No Party shall have recourse to any parent, subsidiary, partner, member, Affiliate, lender, director, officer or employee of the other Party for performance or non-performance of any obligation hereunder unless such obligations were assumed in writing by the Person against whom recourse is sought.
No Recourse to Affiliates. Any obligations created herein shall be the sole obligations of SEI, unless and to the extent that such obligations are assigned or delegated by SEI pursuant to Section 10. The Lenders and the Agent shall not have recourse to any shareholder, subsidiary, partner, joint venturer, Affiliate, director or officer of SEI for the performance of such obligations unless the obligations are assumed in writing by the Person against whom recourse is sought.
No Recourse to Affiliates. Any obligations created herein shall be the sole obligations of the Guarantor, unless and to the extent that such obligations are assigned or delegated by the Guarantor pursuant to Section 6. The Guaranteed Party shall not have recourse to any subsidiary, partner, joint venturer, affiliate, director or officer of the Guarantor (or of any Person to whom the Guarantor's obligations hereunder are assigned or delegated pursuant to Section 6) for the performance of such obligations unless the obligations are assumed in writing by the Person against whom recourse is sought.
No Recourse to Affiliates. This Agreement is solely and exclusively among SEI, SERI, MESC, MESH and, if applicable, Cogen Subsidiary, and any obligations created herein shall be the sole obligations of the Parties hereto. No Party shall have recourse to any parent, subsidiary, partner, joint venturer, affiliate, director or officer of any other Party for performance of said obligations unless the obligations are assumed in writing by the Person against whom recourse is sought.
No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party. No Party shall have recourse to any parent, subsidiary, partner, member, affiliated company, lender, director, officer or employee of the other Party for performance or non-performance of any obligation hereunder, unless such obligations were assumed in writing by the Person against whom recourse is sought except that Provider agrees that Provider’s parent, Plankton Energy LLC shall guarantee Provider’s obligations under this Agreement pursuant to a guaranty in the form attached hereto as Appendix II to be executed before or on the Effective Date.
No Recourse to Affiliates. The PPA is between the Town and the developer and neither will try to enforce it again any entity affiliated with the other.
No Recourse to Affiliates. Notwithstanding the fact that the Guarantor may be a partnership, by its acceptance of the benefits of this Guaranty, the Company acknowledges and agrees that neither it nor any of its former, current or future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, members, managers, agents, affiliates, or any former, current or future direct or indirect equity holder, controlling person, stockholder, director, officer, employee, member, manager, general or limited partner, affiliate, agent or assignee of any of the foregoing, has any right of recovery under this Guaranty against, and no liability under this Guaranty shall attach to, the former, current or future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, members, managers, agents, affiliates, general or limited partners or assignees of the Guarantor, of Parent, of U.S. Parent, of the Purchaser or of any former, current or future direct or indirect equity holder, controlling person, stockholder, director, officer, employee, member, manager, general or limited partner, affiliate, agent or assignee of any of the foregoing that is not the Guarantor (collectively, but not including the Guarantor, Parent, U.S. Parent or the Purchaser, each an “Affiliate”), whether based on contract, tort or strict liability, and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of Parent, U.S. Parent or the Purchaser against an Affiliate, the Guarantor, Parent, U.S. Parent or the Purchaser (including any claim to enforce the Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise). Other than pursuant to the Confidentiality Agreement solely with respect to the parties thereto, recourse against the Guarantor under this Guaranty shall be the sole and exclusive remedy of the Company and all of its affiliates against the Guarantor and any of its Affiliates (other than against Parent, U.S. Parent or the Purchaser) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective affiliates not to institute, any proceeding or bring any other claim arising under, or in connection...
No Recourse to Affiliates. Notwithstanding the fact that the Guarantor may be a limited liability company, by its acceptance of the benefits of this Guarantee, the Company acknowledges and agrees that neither the Company nor any of its former, current or future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, members, managers, agents, affiliates (other than Guarantor, Parent and Merger Sub following the Offer Acceptance Time), or any former, current or future direct or indirect equity holder, controlling person, stockholder, director, officer, employee, member, manager, general or limited partner, affiliate, agent or assignee of any of the foregoing, has any right of recovery under this Guarantee against, and no liability under this Guarantee shall attach to, the former, current or future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, members, managers, agents, affiliates (other than, following the Offer Acceptance Time, Guarantor), general or limited partners or assignees of the Guarantor, of Parent, of Merger Sub or of any former, current or future direct or indirect equity holder, controlling person, stockholder, director, officer, employee, member, manager, general or limited partner, affiliate (other than, following the Offer Acceptance Time, Guarantor), agent or assignee of any of the foregoing that is not the Guarantor (collectively, but not including the Guarantor, Parent or Merger Sub, each an “Affiliate”), whether based on contract, tort or strict liability, and whether by or through attempted piercing of the corporate or limited liability company veil, by or through a claim by or on behalf of Parent or Merger Sub against an Affiliate, the Guarantor, Parent or Merger Sub, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise). The Guarantor hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding asserting that this Guarantee is illegal, invalid or unenforceable in accordance with its terms. The Company acknowledges that the Guarantor is agreeing to enter into this Guarantee in reliance on the provisions set forth in this Section 2.8, and the Guarantor acknowledges that the Company is agreeing to enter into the Merger Agreement in reliance on this Guarantee.
No Recourse to Affiliates. This Agreement is solely and exclusively between MESC and KCTC, and any obligations created herein shall be the sole obligations of the Parties hereto. No Party shall have recourse to any parent, subsidiary, partner, joint venture, affiliate, director of officer of the other Party for performance of said obligations unless the obligations are assumed in writing by the Person against whom recourse is sought.
