Common use of No Third Party Liabilities Clause in Contracts

No Third Party Liabilities. This Registration Rights Agreement may only be enforced against the named parties hereto (and their transferees). All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to any of this Registration Rights Agreement, or the negotiation, execution or performance of this Registration Rights Agreement (including any representation or warranty made in or in connection with this Registration Rights Agreement or as an inducement to enter into this Registration Rights Agreement), may be made only against the Persons that are expressly identified as parties hereto (and their transferees), as applicable; and no past, present or future direct or indirect director, officer, employee, incorporator, member, partner, stockholder, Affiliate, portfolio company in which any such Party or any of its investment fund Affiliates have made a debt or equity investment (and vice versa), agent, attorney or representative of any Party hereto (including any Person negotiating or executing this Registration Rights Agreement on behalf of a Party hereto), unless a Party to this Registration Rights Agreement, shall have any liability or obligation with respect to this Registration Rights Agreement or with respect any claim or cause of action (whether in contract or tort) that may arise out of or relate to this Registration Rights Agreement, or the negotiation, execution or performance of this Registration Rights Agreement (including a representation or warranty made in or in connection with this Registration Rights Agreement or as an inducement to enter into this Registration Rights Agreement).

Appears in 3 contracts

Samples: Registration Rights Agreement (Catcha Investment Corp), Registration Rights Agreement (Super Group (SGHC) LTD), Registration Rights Agreement (Sports Entertainment Acquisition Corp.)

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No Third Party Liabilities. This Registration Investor Rights Agreement may only be enforced against the named parties hereto (and their transferees)hereto. All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to any of this Registration Investor Rights Agreement, or the negotiation, execution or performance of this Registration Investor Rights Agreement (including any representation or warranty made in or in connection with this Registration Investor Rights Agreement or as an inducement to enter into this Registration Investor Rights Agreement), may be made only against the Persons that are expressly identified as parties hereto (and their transferees)hereto, as applicable; and no past, present or future direct or indirect director, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, portfolio company in which any such Party or any of its investment fund Affiliates have made a debt or equity investment (and vice versa), agent, attorney or representative of any Party hereto (including any Person negotiating or executing this Registration Investor Rights Agreement on behalf of a Party hereto), unless a Party to this Registration Investor Rights Agreement, shall have any liability or obligation with respect to this Registration Investor Rights Agreement or with respect any claim or cause of action (whether in contract or tort) that may arise out of or relate to this Registration Investor Rights Agreement, or the negotiation, execution or performance of this Registration Investor Rights Agreement (including a representation or warranty made in or in connection with this Registration Investor Rights Agreement or as an inducement to enter into this Registration Investor Rights Agreement). Nothing in this Section 5.15 shall affect the rights or obligations or the enforcement thereof under the Business Combination Agreement or any other agreement entered into in connection therewith. In the event of any conflict, discrepancy or ambiguity between this Investor Rights Agreement and the Business Combination Agreement (including any other agreement entered into in connection therewith), the latter shall prevail, control and govern for the purposes of such conflict, discrepancy or ambiguity.

Appears in 2 contracts

Samples: Investor Rights Agreement (Clean Earth Acquisitions Corp.), Business Combination Agreement (Clean Earth Acquisitions Corp.)

No Third Party Liabilities. This Registration Rights Agreement may only be enforced against the named parties hereto (and their transfereesPermitted Transferees to whom Common Shares have been transferred pursuant to the terms of this Agreement). All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to any of this Registration Rights Agreement, or the negotiation, execution or performance of this Registration Rights Agreement (including any representation or warranty made in or in connection with this Registration Rights Agreement or as an inducement to enter into this Registration Rights Agreement), may be made only against the Persons that are expressly identified as parties hereto (and their transfereesPermitted Transferees to whom Common Shares have been transferred pursuant to the terms of this Agreement), as applicable; and and, other than for any Permitted Transferees to whom Common Shares have been transferred pursuant to the terms of this Agreement, no past, present or future direct or indirect director, officer, employee, incorporator, member, partner, stockholder, Affiliate, portfolio company in which any such Party or any of its investment fund Affiliates have made a debt or equity investment (and vice versa), agent, attorney or representative of any Party hereto (including any Person negotiating or executing this Registration Rights Agreement on behalf of a Party hereto), unless a Party to this Registration Rights Agreement, shall have any liability or obligation with respect to this Registration Rights Agreement or with respect any claim or cause of action (whether in contract or tort) that may arise out of or relate to this Registration Rights Agreement, or the negotiation, execution or performance of this Registration Rights Agreement (including a representation or warranty made in or in connection with this Registration Rights Agreement or as an inducement to enter into this Registration Rights Agreement).

Appears in 2 contracts

Samples: Registration Rights Agreement (IonQ, Inc.), Registration Rights Agreement (dMY Technology Group, Inc. III)

No Third Party Liabilities. This A&R Registration Rights Agreement may only be enforced against the named parties hereto (and their transferees)hereto. All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to any of this A&R Registration Rights Agreement, or the negotiation, execution or performance of this A&R Registration Rights Agreement (including any representation or warranty made in or in connection with this A&R Registration Rights Agreement or as an inducement to enter into this A&R Registration Rights Agreement), may be made only against the Persons that are expressly identified as parties hereto (and their transferees)hereto, as applicable; and no past, present or future direct or indirect director, officer, employee, incorporator, member, partner, stockholder, Affiliate, portfolio company in which any such Party or any of its investment fund Affiliates have made a debt or equity investment (and vice versa), agent, attorney or representative Representative of any Party hereto (including any Person negotiating or executing this A&R Registration Rights Agreement on behalf of a Party hereto), unless a Party to this A&R Registration Rights Agreement, shall have any liability or obligation with respect to this A&R Registration Rights Agreement or with respect any claim or cause of action (whether in contract or tort) that may arise out of or relate to this A&R Registration Rights Agreement, or the negotiation, execution or performance of this A&R Registration Rights Agreement (including a representation or warranty made in or in connection with this A&R Registration Rights Agreement or as an inducement to enter into this A&R Registration Rights Agreement).

Appears in 1 contract

Samples: Registration Rights Agreement (Oklo Inc.)

No Third Party Liabilities. This Registration Rights Agreement may only be enforced against the named parties hereto (to this Agreement, and their transferees)only with respect to obligations of such named parties under this Agreement. All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to any of this Registration Rights Agreement, or the negotiation, execution or performance of this Registration Rights Agreement (including any representation or warranty made in or in connection with this Registration Rights Agreement or as an inducement to enter into this Registration Rights Agreement), may be made only against the Persons that are expressly identified as parties hereto (and their transferees)to this Agreement, as applicable, and only with respect to obligations of such named parties under this Agreement; and no past, present or future direct or indirect director, officer, employee, incorporator, member, partner, stockholder, Affiliate, portfolio company in which any such Party or any of its investment fund Affiliates have made a debt or equity investment (and vice versa), agent, attorney or representative of any Party hereto to this Agreement (including any Person negotiating or executing this Registration Rights Agreement on behalf of a Party heretoto this Agreement), or any other accounts, funds, vehicles or other client advised or sub-advised by any Party or any such Party’s Affiliates or any portfolio companies thereof, unless a Party to this Registration Rights Agreement, shall have any liability or obligation with respect to this Registration Rights Agreement or with respect any claim or cause of action (whether in contract or tort) that may arise out of or relate to this Registration Rights Agreement, or the negotiation, execution or performance of this Registration Rights Agreement (including a representation or warranty made in or in connection with this Registration Rights Agreement or as an inducement to enter into this Registration Rights Agreement).

Appears in 1 contract

Samples: Registration Rights and Lock Up Agreement (Blue Owl Capital Inc.)

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No Third Party Liabilities. This Registration Investor Rights Agreement may only be enforced against the named parties hereto (and their transfereesPermitted Transferees). All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to any of this Registration Investor Rights Agreement, or the negotiation, execution or performance of this Registration Investor Rights Agreement (including any representation or warranty made in or in connection with this Registration Investor Rights Agreement or as an inducement to enter into this Registration Investor Rights Agreement), may be made only against the Persons that are expressly identified as parties hereto (and their transfereesPermitted Transferees), as applicable; and and, other than for any Permitted Transfereees, no past, present or future direct or indirect director, officer, employee, incorporator, member, partner, stockholder, Affiliate, portfolio company in which any such Party or any of its investment fund Affiliates have made a debt or equity investment (and vice versa), agent, attorney or representative of any Party hereto (including any Person negotiating or executing this Registration Investor Rights Agreement on behalf of a Party hereto), unless a Party to this Registration Investor Rights Agreement, shall have any liability or obligation with respect to this Registration Investor Rights Agreement or with respect any claim or cause of action (whether in contract or tort) that may arise out of or relate to this Registration Investor Rights Agreement, or the negotiation, execution or performance of this Registration Investor Rights Agreement (including a representation or warranty made in or in connection with this Registration Investor Rights Agreement or as an inducement to enter into this Registration Investor Rights Agreement).

Appears in 1 contract

Samples: Transaction Support Agreement (dMY Technology Group, Inc. II)

No Third Party Liabilities. This Registration Rights Agreement may only be enforced against the named parties hereto (and their transferees). All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to any of this Registration Rights Agreement, or the negotiation, execution or performance of this Registration Rights Agreement (including any representation or warranty made in or in connection with this Registration Rights Agreement or as an inducement to enter into this Registration Rights Agreement), may be made only against the Persons that are expressly identified as parties hereto (and their transferees), as applicable; and no past, present or future direct or indirect director, officer, employee, incorporator, member, partner, stockholder, Affiliate, portfolio company in which any such Party or any of its investment fund Affiliates have made a debt or equity investment (and vice versa), agent, attorney or representative of any Party hereto (including any Person negotiating or executing this Registration Rights Agreement on behalf of a Party hereto), unless a Party to this Registration Rights Agreement, shall have any liability or obligation with respect to this Registration Rights Agreement or with respect any claim or cause of action (whether in contract or tort) that may arise out of or relate to this Registration Rights Agreement, or the negotiation, execution or performance of this Registration Rights Agreement (including a representation or warranty made in or in connection with this Registration Rights Agreement or as an inducement to enter into this Registration Rights Agreement).. [Signature Pages Follow]

Appears in 1 contract

Samples: Registration Rights Agreement (Super Group (SGHC) LTD)

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