Common use of Non-Recourse Parties Clause in Contracts

Non-Recourse Parties. Subject to the remainder of this Section 12.19, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) that may be based upon, are in respect of, arise under, arise out or by reason of, are connected with, or relate in any manner to this Agreement, the negotiation, execution, or the performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) or the transaction contemplated hereby and thereby, may be made only against (and are expressly limited to) the entities that are expressly identified as “Parties” in the preamble to this Agreement or any successor or permitted assign of any such Parties (“Contracting Parties”). No Person who is not a Contracting Party, including without limitation any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any Contracting Party, or any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any of the foregoing (“Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity, or granted by statute) to any Contracting Party with which it is not engaged or does not have a contractual relationship with (outside of this Agreement) or any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement, the performance of this Agreement, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of the other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement).

Non-Recourse Parties. Subject to the remainder of this Section 12.19, all claims, obligations, liabilities, All claims or causes of action (whether in contract or in tort, in Law law or in equity, or granted by statute) that may be based upon, are in respect of, arise under, arise out of or by reason of, are connected withrelate to this Agreement or any Ancillary Agreement, or relate in any manner to this Agreement, the negotiation, execution, execution or the performance of this Agreement or any Ancillary Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or any Ancillary Agreement or as an inducement to, to enter into this Agreement or any Ancillary Agreement) or the transaction contemplated hereby and thereby), may be made only against (and are expressly limited to) the entities that are expressly identified as “Parties” in the preamble to this Agreement or any successor or permitted assign of any such Parties (“Contracting Parties”)parties hereto and thereto, as applicable. No Person who is not a Contracting Partynamed party to this Agreement or any Ancillary Agreement, including without limitation any trusteepast, present or future director, officer, manager, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, attorney or Representative of, and representative of any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any Contracting Party, named party to this Agreement or any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, Ancillary Agreement or Representative of, and any financial advisor, lender, investor or equity provider Financing Source (whether actual or prospective) of, any of the foregoing (“Nonparty "Non-party Affiliates”"), shall have any liability Liability (whether in contract or in tort, in Law law or in equity, or granted by statutebased upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) to for any Contracting Party with which it is not engaged or does not have a contractual relationship with (outside of this Agreement) or any claims, causes of action, obligations, or liabilities Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement, any Ancillary Agreement or the performance of this Agreement, Financing (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement, any Ancillary Agreement or its negotiation, execution, performance, the Financing (as the case may be) or breachthe negotiation or execution hereof or thereof; and, to the maximum extent permitted by Law, and each Contracting Party hereby party hereto waives and releases all such liabilitiesLiabilities, claims, causes of action, claims and obligations against any such Nonparty Non-party Affiliates. Without limiting the foregoing, Notwithstanding anything to the maximum extent permitted by Lawcontrary herein, (a) each Contracting Party hereby waives and releases none of the Financing Sources will have any and all rightsliability to the Company, claimsSeller or their Affiliates relating to or arising out of this Agreement, demandsthe Financing or otherwise, whether at law, or causes of action that may otherwise be available at Law or in equity, in contract, in tort or granted by statuteotherwise, to avoid or disregard and neither the entity form of a Contracting Party or otherwise impose liability of the other Contracting Party on Company, Seller nor any of its Nonparty Affiliates, whether granted by statute their Affiliates will have any rights or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon claims against any of the other Contracting Party’s Nonparty Financing Sources hereunder or thereunder. Non-party Affiliates with respect to the performance are intended as third party beneficiaries of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementSection 10.17. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement).* * * *

Non-Recourse Parties. Subject to the remainder of this Section 12.19‎12.19, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) that may be based upon, are in respect of, arise under, arise out or by reason of, are connected with, or relate in any manner to this Agreement, the negotiation, execution, or the performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) or the transaction contemplated hereby and thereby, may be made only against (and are expressly limited to) the entities that are expressly identified as “Parties” in the preamble to this Agreement or any successor or permitted assign of any such Parties (“Contracting Parties”). No Person who is not a Contracting Party, including without limitation any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any Contracting Party, or any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any of the foregoing (“Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity, or granted by statute) to any Contracting Party with which it is not engaged or does not have a contractual relationship with (outside of this Agreement) or any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement, the performance of this Agreement, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of the other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 ‎12.19 to the contrary, this Section 12.19 ‎12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement).

Non-Recourse Parties. Subject to the remainder of this Section 12.19, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) that may be based upon, are in respect of, arise under, arise out or by reason of, are connected with, or relate in any manner to this Agreement, the negotiation, execution, or the performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) or the transaction contemplated hereby and thereby, may be made only against (and are expressly limited to) the entities that are expressly identified as “Parties” in the preamble to this Agreement or any successor or permitted assign of any such Parties (“Contracting Parties”). No Person who is not a Contracting Party, including without limitation any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative representative of, and any financial advisor, financing source, lender, investor or equity provider (whether actual or prospective) of, any Contracting Party, or any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative representative of, and any financial advisor, financing source, lender, investor or equity provider (whether actual or prospective) of, any of the foregoing (“Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity, or granted by statute) to any Contracting Party with which it is not engaged or does not have a contractual relationship with (outside of this Agreement) or any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement, the performance of this Agreement, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of the other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement).

Non-Recourse Parties. Subject Notwithstanding any provision of this Agreement or otherwise, the parties to this Agreement agree on their own behalf and on behalf of their respective Subsidiaries and Affiliates that no Non-Recourse Party of a party to this Agreement shall have any liability relating to this Agreement or any of the transactions contemplated herein except to the remainder extent agreed to in writing by such Non-Recourse Party. The Seller and the Company each agree that, except with respect to a named party in this Agreement, (a) neither it nor any of this Section 12.19its Affiliates will bring or support any action, all claimscause of action, obligationsclaim, liabilitiescross-claim or third-party claim of any kind or description, whether in law or causes of action (in equity, whether in contract or in torttort or otherwise, against any Purchaser Related Party, in Law or in equity, or granted by statute) that may be based upon, are in respect of, arise under, arise out or by reason of, are connected with, or relate in any manner to this Agreement, the negotiation, execution, or the performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) or the transaction contemplated hereby and thereby, may be made only against (and are expressly limited to) the entities that are expressly identified as “Parties” in the preamble way relating to this Agreement or any successor or permitted assign of any such Parties (“Contracting Parties”). No Person who is not a Contracting Partythe transactions contemplated herby, including without limitation any trusteedispute arising out of or relating in any way to the Financing Commitments, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, the Financing or Representative of, the definitive agreements executed in connection therewith or the performance thereof and any financial advisor, lender, investor or equity provider (whether actual or prospectiveb) of, any Contracting Party, or any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any of the foregoing (“Nonparty Affiliates”), no Purchaser Related Party shall have any liability (whether in contract or in tort, in Law law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any Contracting Party with which it is not engaged the Seller or does not have a contractual relationship with (outside of this Agreement) the Company or any claimsof its and their respective Affiliates or their respective directors, causes of actionofficers, obligationsemployees, agents, partners, managers or equity holders for any obligations or liabilities arising under, out of, in connection with, of any party hereto under this Agreement or related in for any manner to this Agreement, the performance of this Agreement, or claim based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of this Agreement any oral representations made or its negotiation, execution, performance, or breach; and, alleged to have been made in connection herewith. Notwithstanding anything to the maximum extent permitted by Lawcontrary contained herein, each Contracting Party hereby waives and releases all such liabilities, claims, causes party (other than the Purchaser or any Affiliate of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, Purchaser that is party to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all Financing Commitment in respect of rights, claims, demands, or causes of action that may otherwise be available at Law pursuant to the Financing Commitment) hereby irrevocably waives any rights or claims against any Financing Source Party in equityits capacity as a Financing Source Party in connection with this Agreement, the Financing Commitment and the Financing or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of the other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates transactions contemplated hereby or thereby, agrees not to commence any action or proceeding against any Financing Source Party in its capacity as the same in connection with respect this Agreement, the Financing Commitment or the Financing or any of the transactions contemplated hereby or thereby, and agrees to cause any such action or proceeding asserted against a Financing Source Party to the performance of this Agreement extent asserted against a Financing Source Party by the Company, the Seller or any representation or warranty made in, of their Affiliates in connection with, or as an inducement to with this Agreement, the Financing Commitment or the Financing or any of the transactions contemplated hereby or thereby to be dismissed or otherwise terminated. Notwithstanding anything In furtherance and not in this Section 12.19 limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Source Party shall have any liability for any claims or damages to any party (other than the Purchaser or any Affiliate of the Purchaser that is party to the contrary, this Section 12.19 does not provide (and shall Financing Commitment in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party respect of any claimsrights, obligations, liabilities, claims or causes of action (whether pursuant to the Financing Commitment) in contract or its capacity as a Financing Source Party in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship connection with outside of this Agreement), the Financing Commitment or the Financing or the transactions contemplated hereby or thereby.

Non-Recourse Parties. Subject Notwithstanding anything to the remainder of contrary in this Section 12.19, all claims, obligations, liabilities, or causes of action (whether in contract or in tortAgreement, in Law no event shall (i) any Non-Recourse Parent Party (as defined in the Equity Undertaking Letter, which excludes, for the avoidance of doubt, Sponsor and the Acquiring Entities) have any liability for monetary damages to the Xxxxxxxxxx Funds, the Company or in equity, its Subsidiaries or granted by statuteany Non-Recourse Xxxxxxxxxx Party (as defined below) that may be based upon, are in respect of, arise under, arise relating to or arising out or by reason of, are connected with, or relate in any manner to of this Agreement, the negotiationEquity Undertaking Letter, executionthe Limited Guarantee, the Merger Agreement or the Transactions, other than Sponsor’s obligations under the Equity Undertaking Letter and the Limited Guarantee and other than the obligations of the Acquiring Entities to the extent expressly provided in the Merger Agreement and herein, or (ii) any former, current or future general or limited partners, equity holders, controlling persons, directors, officers, employees, managers, members, advisors, Affiliates, agents or assignee of any of the performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) or the transaction contemplated hereby and thereby, may be made only against (and are expressly limited to) the entities that are expressly identified as “Parties” in the preamble to this Agreement Xxxxxxxxxx Funds or any successor former, current or permitted assign future general or limited partners, equity holders, controlling persons, directors, officers, employees, managers, members, advisors, Affiliates, agents or assignee of any such Parties (“Contracting Parties”). No Person who is not a Contracting Party, including without limitation any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any Contracting Party, or any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any of the foregoing (“Nonparty Affiliates”those Persons described in clause (ii), shall excluding the Xxxxxxxxxx Funds, each being referred to as a “Non-Recourse Xxxxxxxxxx Party”) have any liability (whether in contract for monetary damages to Sponsor, the Acquiring Entities, the Company or in tort, in Law or in equity, or granted by statute) to any Contracting Party with which it is not engaged or does not have a contractual relationship with (outside of this Agreement) its Subsidiaries or any claims, causes Non-Recourse Parent Party relating to or arising out of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement, the performance Equity Undertaking Letter, the Limited Guarantee, the Merger Agreement or the Transactions. In no event shall the Xxxxxxxxxx Funds seek or obtain, nor shall any of them permit any of their respective Representatives to seek or obtain, nor shall any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Parent Party with respect to, this Agreement, Equity Undertaking Letter or the Merger Agreement or the transactions contemplated hereby and thereby (including, any breach by Sponsor or the Acquiring Entities), the termination of this Agreement, the failure to consummate the Exchange Agreement Transactions or based onany claims or actions under applicable Law arising out of any such breach, termination or failure, other than from the Acquiring Entities to the extent expressly provided for in respect ofthe Merger Agreement and in this Agreement, or by reason the Sponsor to the extent expressly provided for in the Equity Undertaking Letter and the Limited Guarantee. In no event shall the Sponsor or the Acquiring Entities seek or obtain, nor shall any of them permit any of their respective Representatives to seek or obtain, nor shall any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Xxxxxxxxxx Party with respect to, this Agreement, the Limited Guarantee, the Equity Undertaking Letter or the Merger Agreement or its negotiationthe transactions contemplated hereby and thereby (including, execution, performance, or breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of the other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment breach by any Contracting Party of any claimsXxxxxxxxxx Fund), obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside the termination of this Agreement), the failure to consummate the Exchange Agreement Transactions or any claims or actions under applicable Law arising out of any such breach, termination or failure.

Non-Recourse Parties. Subject to the remainder of this Section 12.1916.18, all claims, obligations, liabilities, or causes of action action, Proceedings or Liabilities (whether in contract or in tort, in Law or in equity, or granted by statute) that may be based upon, are in respect of, arise under, arise out or by reason of, are connected with, or relate in any manner to this Agreement, the negotiation, execution, or the performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) or the transaction Transactions contemplated hereby and thereby, may be made only against (and are expressly limited to) the entities that are expressly identified as “Parties” in the preamble to this Agreement or any successor or permitted assign of any such Parties (“Contracting Parties”). No Person who is not a Contracting Party, including without limitation any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any Contracting Party, or any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any of the foregoing (“Nonparty Affiliates”), shall have any liability Liability (whether in contract or in tort, in Law or in equity, or granted by statute) to any Contracting Party with which it is not engaged or does not have a contractual relationship with (outside of this Agreement) or any claims, causes of action, obligationsProceedings, or liabilities Liabilities arising under, out of, in connection with, or related in any manner to this Agreement, the performance of this Agreement, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, Proceedings and obligations Liabilities against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of the other Contracting Party on any of its such other Contracting Party’s Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement).

Non-Recourse Parties. Subject (a) Notwithstanding anything expressed or implied in this Letter to the remainder contrary, and notwithstanding the fact that Investor or its assignees are limited partnerships, limited liability companies or corporations, each Party, by its acceptance of this Section 12.19the benefits hereof, all claimscovenants, obligations, liabilities, or causes of action agrees and acknowledges for itself and its Affiliates from time to time that (whether in contract i) no Persons other than the Investor and Buyer shall have any obligation hereunder or in tort, in Law or in equity, or granted by statute) that may be based upon, are in respect of, arise under, arise out or by reason of, are connected with, or relate in any manner to this Agreement, connection with the negotiation, execution, or the performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) or the transaction transactions contemplated hereby and thereby, may (ii) no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to be made only in connection herewith or therewith, in each case, shall be had against any (and are expressly 1) former, current or future equity holder (whether a limited to) the entities that are expressly identified as “Parties” in the preamble to this Agreement or any successor general partner, member, stockholder or permitted assign of any such Parties (“Contracting Parties”otherwise). No Person who is not a Contracting Party, including without limitation any trusteecontrolling person, director, officer, employee, incorporatoragent, manager, representative or Affiliate of Investor (other than Buyer) or (2) former, current or future equity holder (whether a limited or general partner, member, partnerstockholder or otherwise), manager, stockholder, Affiliate, agent, attorney, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any Contracting Party, or any trusteecontrolling person, director, officer, employee, incorporator, member, partneragent, manager, stockholder, Affiliate, agent, attorney, representative or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, Affiliate of any of the foregoing Persons listed in the preceding clause (1) (such persons, collectively but specifically excluding Investor and Buyer, the “Nonparty AffiliatesNon-Recourse Parties”), shall have whether by the enforcement of any assessment, by any legal or equitable proceedings or by virtue of any applicable Law, whether by or through attempted piercing of the corporate, limited liability (whether in contract company, limited company or in tortlimited partnership veil, in Law by or in equity, through a claim by or granted by statute) to any Contracting Party with which it is not engaged or does not have a contractual relationship with (outside on behalf of this Agreement) Buyer against Investor or any claimsof the Non-Recourse Parties, causes by or through any Seller against Investor or any of actionthe Non-Recourse Parties, obligations, or liabilities arising under, out of, in connection with, or related in by the enforcement of any manner to this Agreement, the performance of this Agreement, or based on, in respect of, assessment or by reason any legal or equitable proceeding, by virtue of this Agreement or its negotiation, execution, performance, or breach; and, to the maximum extent permitted by any applicable Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of the other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; , in each case, other than a Retained Claim. For the purposes hereof, the term “Retained Claim” means (i) any proceeding, litigation or claim to specifically enforce the obligations of the Investor hereunder, and (bii) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement proceeding, litigation or any representation or warranty made in, claim in connection with, or as an inducement to this with the Non-Disclosure Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement).

Non-Recourse Parties. Subject to the remainder of this Section 12.19, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) that may be based upon, are in respect of, arise under, arise out or by reason of, are connected with, or relate in any manner to this Agreement, the negotiation, execution, or the performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) or the transaction contemplated hereby and thereby, may be made only against (and are expressly limited to) the entities that are expressly identified as “Parties” in the preamble to this Agreement or any successor or permitted assign of any such Parties (“Contracting Parties”). No Person who is not a Contracting Party, including without limitation any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any Contracting Party, or any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any of the foregoing (“Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity, or granted by statute) to any Contracting Party with which it is not engaged or does not have a contractual relationship with (outside of this Agreement) or for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement, the performance of this Agreement, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of the other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement).