No Recourse to Lenders. Notwithstanding any provision of this Agreement, the Company agrees on its behalf and on behalf of its Subsidiaries that none of the lenders, agents or arrangers party to the Commitment Letter nor their respective Affiliates (collectively, the “Lender Related Parties”) shall have any liability or obligation to the Company and its Subsidiaries relating to this Agreement or any of the transactions contemplated herein (including the Financing); provided, however, that nothing in this Section 9.12 shall in any way affect any liability or obligation of any Lender Related Party to Parent or any of its Affiliates. This Section 9.12 is intended to benefit the Lender Related Parties.
No Recourse to Lenders. Notwithstanding any provision of this Agreement, Clorox Parent agrees on its behalf and on behalf of its Subsidiaries and Affiliates that none of the Purchaser’s lenders or other debt financing sources (excluding in any event the Guarantors under the Limited Guaranty) shall have any liability to Clorox Parent and its Subsidiaries and Affiliates relating to this Agreement or any of the transactions contemplated herein; provided that this Section 9.14 shall in no way limit Clorox Parent’s ability to seek specific performance against Purchaser as a remedy under Section 8.6, including causing Purchaser to seek to enforce (including through litigation) its rights under the Debt Financing Letter in the event of a material breach by the Lenders.
No Recourse to Lenders. Subject to the rights of the parties to the Financing in accordance with the terms thereof, none of the Company Related Parties, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against the Financing Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any party hereto or any related person thereof, in connection with this Agreement or the Financing, whether at law or equity, in contract, in tort or otherwise. For avoidance of any doubt, notwithstanding any provision in this Agreement to the contrary, nothing in this Agreement shall amend, modify, impair or otherwise supplement the obligations, duties and/or rights and remedies of the parties to the Debt Commitment Letters.
No Recourse to Lenders. Notwithstanding any provision of this Agreement, each of the Sellers and the Company agrees on its behalf and on behalf of its Subsidiaries and Affiliates that (i) none of the lenders, agents or arrangers under the Financing nor their respective Affiliates, successors or assigns, nor their respective current, former or future officers, directors, employees, agents, representatives, stockholders, limited partners, managers, members or partners nor any Person who signs a joinder to the Financing Commitment nor any other debt financing sources (collectively, the “Lender Related Parties”) shall have any liability or obligation to the Sellers, the Company and their respective Subsidiaries and Affiliates relating to or arising out of this Agreement, the Financing, the Financing Commitment or any of the transactions contemplated herein or therein and (ii) the Lender Related Parties are express third party beneficiaries of, and may enforce, any of the provisions set forth in this Section 10.14, and in Section 10.11 and Section 10.16, all of which shall be binding on all successors and assigns of the Sellers and the Company.
No Recourse to Lenders. Notwithstanding any provision of this Agreement, the Seller agrees on its behalf and on behalf of its Affiliates that no Financing Source under any Debt Financing Commitment nor any other Financing Source shall have any liability or obligation to the Seller and its Affiliates relating to this Agreement or any of the transactions contemplated herein (including the Debt Financing). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. PURCHASE AND SALE AGREEMENT -63-
No Recourse to Lenders. Notwithstanding any provision of this Formation Agreement or any Related Agreement, MPC and SSA agree on their behalf and on behalf of their Affiliates that none of the lenders or arrangers under the Debt Financing Commitments nor any other Debt Financing Sources shall have any liability or obligation to MPC or SSA and their Subsidiaries and Affiliates relating to this Formation Agreement, the Related Agreements, the Financing, the Contemplated Transactions or any transactions contemplated hereby or thereby; it being understood that the foregoing shall not relieve any of the Debt Financing Sources for any liability or obligation under any Contract between such Debt Financing Source and MPC, SSA or any of their Affiliates. THIS FORMATION AGREEMENT is executed and delivered effective as of the date first written above by the undersigned duly authorized representatives of the parties hereto. MARATHON PETROLEUM COMPANY LP By: MPC INVESTMENT LLC, its General Partner By: /S/ XXXX XXXXXXXX Name: Xxxx Xxxxxxxx Title: President SPEEDWAY SUPERAMERICA LLC By: /S/ XXXX XXXXXXXX Name: Xxxx Xxxxxxxx Title: Designated Representative NORTHERN TIER INVESTORS LLC By: /S/ XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Authorized Person
No Recourse to Lenders. Subject to the rights of the parties to the Debt Financing Commitments under the terms thereof, none of the parties hereto, nor any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Lender or any Affiliate thereof (collectively, the “Debt Financing Sources”), solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, and the Debt Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Party hereto or any related Person thereof, in connection with this Agreement or the Debt Financing, whether at law or equity, in contract, in tort or otherwise.
No Recourse to Lenders. Subject to the rights of the parties to the Debt Commitment Letter or any other agreement entered into with respect to the Debt Financing under the terms thereof, neither the Company nor any of its Subsidiaries shall have any rights or claims against the Lenders or any other Persons that have committed to provide the Debt Financing (which, for purposes of this Section 9.13 includes any substitute or additional debt financing that is comparable to the Debt Financing), solely in their respective capacities as lenders or arrangers of the Debt Financing, and the Lenders and such Persons, solely in their capacities as lenders or arrangers, shall not have any rights or claims against any party hereto or any Affiliate or Representative thereof, in connection with this Agreement or the Debt Financing, whether at law or equity, in contract, in tort or otherwise.
No Recourse to Lenders. Notwithstanding anything to the contrary contained in this Agreement, (a) none of the Parties, nor any of their respective Subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders, shall have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (b) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any Party or its Subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any Party for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise.
No Recourse to Lenders. Notwithstanding anything in this Agreement to the contrary, the Company (i) agrees on its behalf and on behalf of its affiliates that none of the Lenders nor the Lender Related Parties shall have any liability or obligation to the Unitholders, the Company and their respective affiliates relating to this Agreement or any of the transactions contemplated by this Agreement (including the Debt Financing), (ii) waives any rights or claims against any Lender or any Lender Related Party in connection with this Agreement (including any of the transactions contemplated hereby) and the Debt Financing, whether at law or equity, in contract, in tort or otherwise and (iii) agrees not to, and shall not, (A) seek to enforce this Agreement against, make any claims for breach of this Agreement, or seek to recover monetary damages (including, for the avoidance of doubt, any special, consequential, punitive, indirect, speculative or exemplary damages or damages of a tortious nature) from, any Lender or any Lender Related Party or (B) seek to enforce the commitment in respect of any Debt Financing against, make any claims for breach of commitments in respect of any Debt Financing against, or seek to recover monetary damages (including, for the avoidance of doubt, any special, consequential, punitive, indirect, speculative or exemplary damages or damages of a tortious nature) from, or otherwise xxx, any Lender or any Lender Related Party for any reason in connection with commitments in respect of any Debt Financing or the obligations of the Lenders and the Lender Related Parties thereunder, this Agreement, or any of the transactions contemplated by this Agreement or Debt Financing. Notwithstanding the foregoing, nothing in this Section 9.14 shall in any way limit or modify any Lender’s obligations to Parent under the Debt Financing Commitment or any obligation of any Lender to the Company and its subsidiaries following the Closing Date.
