Common use of No Recourse; Waiver of Claims Clause in Contracts

No Recourse; Waiver of Claims. (a) The obligations of Abbott under this Agreement may only be enforced against Abbott, any claims or causes of action for breach of this Agreement by Abbott may only be made against Abbott, and no other Person (including Seller or any of its Affiliates) shall have any Liability for any Liabilities of Abbott for or relating to any claim (whether in tort, contract or otherwise) for any breach or alleged breach of this Agreement by Abbott. The obligations of Seller under this Agreement may only be enforced against Seller, any claims or causes of action for breach of this Agreement by Seller may only be made against Seller, and no other Person (including Abbott or any of its Affiliates) shall have any Liability for any Liabilities of Seller for or relating to any claim (whether in tort, contract or otherwise) for any breach or alleged breach of this Agreement by Seller. (b) Notwithstanding anything to the contrary contained herein, each of Seller and Abbott, in each case on behalf of its Subsidiaries, Affiliates, partners, managers, members, stockholders and Representatives, hereby irrevocably waives any rights or claims against any Financing Source in connection with this Agreement, the Commitment Letter, the Financing and the transactions contemplated thereby and each of Seller and Abbott, in each case on behalf of its Subsidiaries, Affiliates, partners, managers, members, stockholders and Representatives, agrees not to commence any Action against any Financing Source in connection with this Agreement, the Commitment Letter, the Financing or the transactions contemplated thereby and agrees to cause any such Action asserted by Seller, Abbott or any of their respective Subsidiaries, Affiliates, partners, managers, members, stockholders and Representatives, in connection with this Agreement, the Commitment Letter, the Financing or the transactions contemplated thereby to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Source shall have any Liability for any claims or damages to Seller, Abbott or any of their respective Subsidiaries, Affiliates, partners, managers, members, stockholders and Representatives in connection with this Agreement, the Commitment Letter, the Financing or the transactions contemplated thereby.

No Recourse; Waiver of Claims. (a) The obligations of Abbott under this Agreement may only be enforced against Abbott, any claims or causes of action for breach of this Agreement by Abbott may only be made against Abbott, and no other Person (including Seller or any of its Affiliates) shall have any Liability for any Liabilities of Abbott for or relating to any claim (whether in tort, contract or otherwise) for any breach or alleged breach of this Agreement by Abbott. The obligations of Seller under this Agreement may only be enforced against Seller, any claims or causes of action for breach of this Agreement by Seller may only be made against Seller, and no other Person (including Abbott or any of its Affiliates) shall have any Liability for any Liabilities of Seller for or relating to any claim (whether in tort, contract or otherwise) for any breach or alleged breach of this Agreement by Seller. (b) Notwithstanding anything herein to the contrary contained hereincontrary, each of Seller and Abbott, in each case the Company (on behalf of itself and its Subsidiaries, stockholders, Affiliates, partnersofficers, managersdirectors, members, stockholders employees and Representatives, ) hereby irrevocably waives any rights or claims against any Financing Source Party in connection with this Agreement, the Commitment LetterLetter or the Debt Financing (or any Alternate Commitment Letter or Alternate Financing, the Financing as applicable), whether at law or equity, in contract, in tort or otherwise, and the transactions contemplated thereby and each of Seller and Abbott, in each case Company (on behalf of itself and its Subsidiaries, stockholders, Affiliates, partnersofficers, managersdirectors, members, stockholders employees and Representatives, ) agrees not to commence any Action a Proceeding against any Financing Source Party in connection with this Agreement, Agreement or the Transactions (including any Proceeding relating to the Debt Financing or the Commitment Letter (or any Alternate Financing or Alternate Commitment Letter, the Financing as applicable) or the transactions contemplated thereby and agrees to cause any such Action asserted by Seller, Abbott or any of their respective Subsidiaries, Affiliates, partners, managers, members, stockholders and Representatives, in connection with this Agreement, the Commitment Letter, the Financing or the transactions contemplated thereby to be dismissed or otherwise terminatedthereby). In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Source Party shall have any Liability liability for any claims claims, losses, settlements, liabilities, damages, costs, expenses, fines or damages penalties to Seller, Abbott the Company or any of their respective its Subsidiaries, stockholders, Affiliates, partnersofficers, managersdirectors, members, stockholders employees and Representatives in connection with this Agreement, Agreement or the Transactions (including the Debt Financing or the Commitment Letter, the Financing Letter or the transactions contemplated thereby). Nothing in this Section 10.12 shall in any way (a) expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing or Alternate Financing) or (b) limit or qualify the obligations and liabilities of the parties to the Commitment Letter to each other thereunder or in connection therewith.

No Recourse; Waiver of Claims. (a) The obligations of Abbott under this Agreement may only be enforced against Abbott, any claims or causes of action for breach of this Agreement by Abbott may only be made against Abbott, and no other Person (including Seller or any of its Affiliates) shall have any Liability for any Liabilities of Abbott for or relating to any claim (whether in tort, contract or otherwise) for any breach or alleged breach of this Agreement by Abbott. The obligations of Seller under this Agreement may only be enforced against Seller, any claims or causes of action for breach of this Agreement by Seller may only be made against Seller, and no other Person (including Abbott or any of its Affiliates) shall have any Liability for any Liabilities of Seller for or relating to any claim (whether in tort, contract or otherwise) for any breach or alleged breach of this Agreement by Seller. (b) Notwithstanding anything to the contrary contained herein, each of Seller and AbbottParty, in each case on behalf of itself and its Subsidiariesofficers, Affiliatesdirectors, managers, employees, members, partners, managersshareholders, membersagents, stockholders other representatives and RepresentativesAffiliates (collectively, hereby irrevocably the “Related Parties”) (other than Buyer or any Affiliate of the Buyer that is party to the Bank Financing Commitments in respect of rights, claims, or causes pursuant to the Bank Financing Commitments) waives any rights or claims against any the Bank Financing Sources in its capacity as a Financing Source under the Bank Commitment Letter in connection with this Agreement, the Bank Financing Commitment Letter, and the Bank Financing and or any of the transactions contemplated thereby and each of Seller and Abbott, in each case on behalf of its Subsidiaries, Affiliates, partners, managers, members, stockholders and Representativeshereby or thereby, agrees not to commence any Action action or proceeding against any the Bank Financing Source Sources in its capacity as the same in connection with this Agreement, the Bank Financing Commitment Letter, or the Bank Financing or any of the transactions contemplated thereby hereby or thereby, and agrees to cause any such Action action or proceeding asserted against the Bank Financing Source to the extent asserted against the Bank Financing Sources by Seller, Abbott Seller (or any of their respective Subsidiaries, Affiliates, partners, managers, members, stockholders and Representatives, its Related Parties) acting in its capacity as the same in connection with this Agreement, the Commitment Letter, Bank Financing Sources or the Bank Financing or any of the transactions contemplated hereby or thereby to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no the Bank Financing Source Sources shall have any Liability no liability for any claims or damages to Seller, Abbott any Party or its Related Parties (other than Buyer or any Affiliate of their respective Subsidiariesthe Buyer that is party to the Bank Financing Commitment in respect of any rights, Affiliates, partners, managers, members, stockholders and Representatives claims or causes pursuant to the Bank Financing Commitment) in its capacity as a Financing Source in connection with this Agreement, the Bank Financing Commitment Letter, or the Bank Financing or the transactions contemplated hereby or thereby, whether at law, in equity, in contract, in tort or otherwise, in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by the Bank Financing Sources or otherwise.

No Recourse; Waiver of Claims. (a) The obligations of Abbott under this Agreement may only be enforced against Abbott, any claims or causes of action for breach of this Agreement by Abbott may only be made against Abbott, and no other Person (including Seller or any of its Affiliates) shall have any Liability for any Liabilities of Abbott for or relating to any claim (whether in tort, contract or otherwise) for any breach or alleged breach of this Agreement by Abbott. The obligations of Seller under this Agreement may only be enforced against Seller, any claims or causes of action for breach of this Agreement by Seller may only be made against Seller, and no other Person (including Abbott or any of its Affiliates) shall have any Liability for any Liabilities of Seller for or relating to any claim (whether in tort, contract or otherwise) for any breach or alleged breach of this Agreement by Seller. (b) Notwithstanding anything herein to the contrary contained hereincontrary, each of Seller and Abbott, in each case the Company (on behalf of itself and its Subsidiaries, stockholders, Affiliates, partnersofficers, managersdirectors, members, stockholders employees and Representatives, ) hereby irrevocably waives any rights or claims against any Debt Financing Source Party in connection with this Agreement, the Debt Commitment LetterLetter or the Debt Financing (or any Alternate Debt Commitment Letter or Alternate Debt Financing, the Financing as applicable), whether at law or equity, in contract, in tort or otherwise, and the transactions contemplated thereby and each of Seller and Abbott, in each case Company (on behalf of itself and its Subsidiaries, stockholders, Affiliates, partnersofficers, managersdirectors, members, stockholders employees and Representatives, ) agrees not to commence any Action a Proceeding against any Debt Financing Source Party in connection with this Agreement, Agreement or the Transactions (including any Proceeding relating to the Debt Financing or the Debt Commitment Letters (or any Alternate Debt Financing or Alternate Debt Commitment Letter, the Financing as applicable) or the transactions contemplated thereby and agrees to cause any such Action asserted by Seller, Abbott or any of their respective Subsidiaries, Affiliates, partners, managers, members, stockholders and Representatives, in connection with this Agreement, the Commitment Letter, the Financing or the transactions contemplated thereby to be dismissed or otherwise terminatedthereby). In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Debt Financing Source Party shall have any Liability liability for any claims claims, losses, settlements, liabilities, damages, costs, expenses, fines or damages penalties to Seller, Abbott the Company or any of their respective its Subsidiaries, stockholders, Affiliates, partnersofficers, managersdirectors, members, stockholders employees and Representatives in connection with this Agreement, Agreement or the Transactions (including the Debt Financing or the Debt Commitment Letter, the Financing Letters or the transactions contemplated thereby). Nothing in this Section 10.12 shall in any way (a) expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing or Alternate Debt Financing) or (b) limit or qualify the obligations and liabilities of the parties to the Debt Commitment Letter to each other thereunder or in connection therewith.