Common use of Non-Recourse Parties Clause in Contracts

Non-Recourse Parties. Notwithstanding anything to the contrary in this Agreement, in 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 its Subsidiaries or any Non-Recourse Xxxxxxxxxx Party (as defined below) relating to or arising out of this Agreement, the Equity Undertaking Letter, the 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 Xxxxxxxxxx Funds or 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 foregoing (those Persons described in clause (ii), excluding the Xxxxxxxxxx Funds, each being referred to as a “Non-Recourse Xxxxxxxxxx Party”) have any liability for monetary damages to Sponsor, the Acquiring Entities, the Company or its Subsidiaries or any Non-Recourse Parent Party relating to or arising out of this Agreement, the 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 any 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 the Merger Agreement and in this Agreement, or 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 the transactions contemplated hereby and thereby (including, any breach by any Xxxxxxxxxx Fund), 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. Notwithstanding anything to the contrary in this Agreement, in no event shall (i) any Non-Recourse Parent Party (as defined in the Equity Undertaking Commitment Letter, which excludes, for the avoidance of doubt, Sponsor Sponsor, Parent and the Acquiring EntitiesSub) have any liability for monetary damages to the Xxxxxxxxxx Funds, the Company or its Subsidiaries or any Non-Recourse Xxxxxxxxxx Party (as defined below) relating to or arising out of this Agreement, the Equity Undertaking Letter, the Limited Guarantee, the Merger Agreement or the Transactionstransactions contemplated hereby, other than Sponsor’s 's obligations under the Limited Guarantee and the Equity Undertaking Commitment Letter and any liability of Sycamore Partners Management, L.L.C. under the Limited Guarantee Confidentiality Agreement and other than the obligations of the Acquiring Entities Parent and Sub 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 personsequityholders, directors, officers, employees, managers, members, advisors, Affiliates, Affiliates or agents or assignee of any of the Xxxxxxxxxx Funds or 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 foregoing (those Persons described in clause (ii), excluding the Xxxxxxxxxx Funds, each being referred to as a “Non-Recourse Xxxxxxxxxx Party”) have any liability for monetary damages to Sponsor, the Acquiring Entities, the Company or its Subsidiaries have any liability to Sponsor, Parent or Sub or any Non-Recourse Parent Party for monetary damages relating to or arising out of this Agreement, the Equity Undertaking Letter, the Limited Guarantee, the Merger Agreement or the Transactionstransactions contemplated hereby, other than the obligations of the Company to the extent expressly provided herein. In no event shall the Xxxxxxxxxx Funds Company seek or obtain, nor shall any of them it permit any of their respective its 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 Commitment Letter or the Merger Agreement Limited Guarantee or the transactions contemplated hereby and thereby (including, any breach by Sponsor Sponsor, Parent or the Acquiring EntitiesSub), the termination of this Agreement, the failure to consummate the Exchange transactions contemplated by this Agreement Transactions or any claims or actions under applicable Law arising out of any such breach, termination or failure, other than from the Acquiring Entities Parent or Sub to the extent expressly provided for in the Merger Agreement and in this Agreement, or the Sponsor to the extent expressly provided for in the Limited Guarantee and the Equity Undertaking Commitment Letter and or Sycamore Partners Management, L.L.C. to the extent expressly provided for in the Confidentiality Agreement (subject to 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 the transactions contemplated hereby and thereby (including, any breach by any Xxxxxxxxxx Fund), 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. (i) Notwithstanding anything to the contrary in this Agreement, in under no event shall (i) any Non-Recourse Parent Party (as defined in circumstances will the Equity Undertaking Letter, which excludes, for the avoidance of doubt, Sponsor and the Acquiring Entities) have any liability for collective monetary damages to the Xxxxxxxxxx Fundspayable by Parent, the Company or its Subsidiaries Merger Sub, Guarantors or any Non-Recourse Xxxxxxxxxx Party (as defined below) relating to or arising out of their Affiliates for breaches under this Agreement, the Equity Undertaking Letter, the Limited Guarantee, the Merger Agreement Guarantee or the Transactions, other than Sponsor’s obligations under the Equity Undertaking Commitment Letter and the Limited Guarantee and other than the obligations of the Acquiring Entities exceed an amount equal to the extent expressly provided in sum of (i) the Merger Agreement Parent Termination Fee 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 Xxxxxxxxxx Funds or 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 foregoing (those Persons amounts described in clause Section 8.3(f) with respect to Parent, giving effect to the collective limitation set forth therein, for all such breaches (iithe “Parent Liability Limitation”), excluding the Xxxxxxxxxx Funds, each being referred to as a “Non-Recourse Xxxxxxxxxx Party”) have any liability for monetary damages to Sponsor, the Acquiring Entities, the Company or its Subsidiaries or any Non-Recourse Parent Party relating to or arising out of this Agreement, the Equity Undertaking Letter, the Limited Guarantee, the Merger Agreement or the Transactions. In no event shall will any of the Xxxxxxxxxx Funds Company or any of its Affiliates seek or obtain, nor shall any of them will they permit any of their respective Representatives or any other Person acting on their behalf to seek or obtain, nor shall will any Person be entitled to seek or obtain, any monetary recovery or monetary award in excess of the Parent Liability Limitation against (i) Parent, Merger Sub or Guarantor; or (ii) the former, current and future holders of any Non-Recourse Parent Party with respect toequity, this Agreementcontrolling persons, Equity Undertaking Letter directors, officers, employees, agents, Debt Financing Sources, Affiliates (other than Parent, Merger Sub or the Merger Agreement or the transactions contemplated hereby and thereby (including, any breach by Sponsor or the Acquiring EntitiesGuarantor), members, managers, general or limited partners and assignees of each of Parent, Merger Sub and Guarantor (the termination of this AgreementPersons in clauses (i) and (ii) collectively, the failure to consummate “Parent Related Parties”), and in no event will the Exchange Agreement Transactions Company or any 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 the Merger Agreement and in this Agreement, or 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 its Subsidiaries be entitled to seek or obtain, obtain any monetary recovery damages of any kind, including consequential, special, indirect or monetary award punitive damages, in excess of the Parent Liability Limitation against any Non-Recourse Xxxxxxxxxx Party the Parent Related Parties for, or with respect to, this Agreement, the Limited Guarantee, the Equity Undertaking Commitment Letter (subject to the terms and conditions set forth therein and in Section 9.8(b) of this Agreement to the extent applicable) and other than obligations of Parent and Merger Sub to the extent expressly provided in this Agreement and obligations of the guarantor under the Guarantee, in no event will any Parent Related Party or any other Person other than Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Merger. (ii) Parent’s receipt of the Company Termination Fee to the extent owed pursuant to Section 8.3(b) and the Expense Reimbursement to the extent owed pursuant to Section 8.3(c), Parent’s right to specific performance pursuant to Section 9.8(b) and Parent’s right to seek damages for a Willful and Material Breach will be the sole and exclusive remedies of Parent and Merger Agreement Sub and each of their respective Affiliates against (A) the Company, its Subsidiaries and each of their respective Affiliates; and (B) the former, current and future holders of any equity, controlling persons, agents, Affiliates, Representatives, members, managers, general or limited partners, shareholders and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates (collectively, the “Company Related Parties”) in respect of this Agreement, the Transactions, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, and upon payment of such amount, none of the Company Related Parties will have any further liability or obligation to Parent or Merger Sub relating to or arising out of this Agreement, the Transactions, any agreement executed in connection herewith or the transactions contemplated hereby and thereby thereby; provided that, (includinga) that the Parties (or their Affiliates) will remain obligated with respect to, any breach by any Xxxxxxxxxx Fundand the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.2, Section 8.3(a) and Section 8.3(f), as applicable. For the termination avoidance of doubt, if Parent elects to terminate this AgreementAgreement and receive payment of the Company Termination Fee pursuant to Section 8.3(b)(ii) or Section 8.3(b)(iii), other than the right to receive payment of the Company Termination Fee and any payments to the extent owed pursuant to Section 8.3(e), Parent shall not be entitled to any monetary damages or other monetary remedies for any losses, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to consummate the Exchange Agreement Transactions be consummated or any claims for breach or actions under applicable Law arising out of any such breach, termination or failurefailure to perform hereunder.

Non-Recourse Parties. Notwithstanding anything to the contrary in this Agreement, in no event shall (i) any Non-Recourse Parent Party (as defined in the Equity Undertaking LetterFinancing Commitment, which excludes, for the avoidance of doubt, Sponsor Sponsor, Parent and the Acquiring EntitiesSub) have any liability for monetary damages to the Xxxxxxxxxx Funds, the Company or its Subsidiaries or any Non-Recourse Xxxxxxxxxx Party (as defined below) relating to or arising out of this Agreement, the Equity Undertaking Letter, the Limited Guarantee, the Merger Agreement or the Transactionstransactions contemplated hereby, other than Sponsor’s obligations under the Equity Undertaking Letter Limited Guaranty and the Limited Guarantee Equity Financing Commitment and any liability of 3G Capital Partners Ltd. under the Confidentiality Agreement and other than the obligations of the Acquiring Entities Parent and Sub 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 personsequityholders, directors, officers, employees, managers, members, advisors, Affiliates, Affiliates or agents or assignee of any of the Xxxxxxxxxx Funds or 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 foregoing (those Persons described in clause (ii), excluding the Xxxxxxxxxx Funds, each being referred to as a “Non-Recourse Xxxxxxxxxx Party”) have any liability for monetary damages to Sponsor, the Acquiring Entities, the Company or its Subsidiaries have any liability to Sponsor, Parent or Sub or any Non-Recourse Parent Party for monetary damages relating to or arising out of this Agreement, the Equity Undertaking Letter, the Limited Guarantee, the Merger Agreement or the Transactionstransactions contemplated hereby, other than the obligations of the Company to the extent expressly provided herein. In no event shall the Xxxxxxxxxx Funds Company seek or obtain, nor shall any of them they permit any of their respective the Representatives to seek or obtain, nor shall any Person 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 Agreement or the Merger Agreement Limited Guaranty or the transactions contemplated hereby and thereby (including, any breach by Sponsor Sponsor, Parent or the Acquiring EntitiesSub), the termination of this Agreement, the failure to consummate the Exchange transactions contemplated by this Agreement Transactions or any claims or actions under applicable Law arising out of any such breach, termination or failure, other than from the Acquiring Entities Parent or Sub to the extent expressly provided for in the Merger this Agreement and in this Agreement, or the Sponsor to the extent expressly provided for in the Equity Undertaking Letter Limited Guaranty and the Limited GuaranteeEquity Financing Commitment. 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 the transactions contemplated hereby and thereby (including, any breach by any Xxxxxxxxxx Fund), 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.65

Non-Recourse Parties. The Company acknowledges and agrees that the sole and exclusive direct or indirect remedies of the Company Parties against the Parent Parties relating to or arising out of this Agreement, any agreement executed in connection herewith, including the Financing and the Guaranty, or the transactions contemplated hereby or thereby shall be limited to (i) claims against Parent or Merger Sub pursuant to this Agreement for the remedies hereunder, but subject to the limitations expressly provided herein, including those limitations set forth in Section 9.11 and this Section 9.12, (ii) claims against the Guarantor under the Guaranty for any of the Guaranteed Obligations (as defined in the Guaranty), but subject to the limitations therein, (iii) claims by the Company to specifically enforce the Equity Commitment Letter in accordance with its terms, but subject to the limitations therein and (iv) claims against the Guarantor under the Non-Disclosure Agreement. Notwithstanding anything to the contrary in this Agreement, in 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 any Company or its Subsidiaries or any Non-Recourse Xxxxxxxxxx Party (as defined below) relating to or arising out of this Agreement, the Equity Undertaking Letter, the 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 Xxxxxxxxxx Funds or 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 foregoing (those Persons described in clause (ii), excluding the Xxxxxxxxxx Funds, each being referred to as a “Non-Recourse Xxxxxxxxxx Party”) have any liability for monetary damages to Sponsor, the Acquiring Entities, the Company or its Subsidiaries or any Non-Recourse Parent Party relating to or arising out of this Agreement, the Equity Undertaking Letteragreements entered into in connection herewith, including the Limited GuaranteeFinancing and the Guaranty, the Merger Agreement or the Transactionstransactions contemplated hereby or thereby, other than (x) the Guarantor’s obligations under the Guaranty, but subject to the limitations described therein, (y) the Guarantor’s obligations under the Non-Disclosure Agreement and (z) the obligations of Parent and Merger Sub to the extent expressly provided herein. In no event shall the Xxxxxxxxxx Funds Company seek or obtain, nor shall any of them it permit any of other Company Party, their respective Representatives or any other Person on its or their behalf 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 any agreement entered into in connection herewith (other than the Merger Agreement Non-Disclosure Agreement), including the Financing and the Guaranty, or the transactions contemplated hereby and thereby (including, including any breach by Sponsor Guarantor, Parent or the Acquiring EntitiesMerger Sub), the termination of this Agreement, the failure to consummate the Exchange transactions contemplated by this Agreement Transactions or any claims or actions under applicable Law arising out of any such breach, termination or failure, other than from the Acquiring Entities Parent or Merger Sub to the extent expressly provided for in this Agreement or the Guarantor to the extent provided for in the Merger Agreement and in this Guaranty or the Non-Disclosure Agreement, as applicable. Immediately following receipt by the Company of the Parent Termination Fee or the Sponsor monetary damages in an aggregate amount equal to the extent expressly provided for in Parent Termination Fee paid by the Equity Undertaking Letter and Guarantor, Parent or Merger Sub, the Limited Guarantee. In no event Company shall the Sponsor use reasonable best efforts to cause all Company Parties to dismiss with prejudice any judicial or the Acquiring Entities seek or obtain, nor shall arbitral proceeding initiated by 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, to this Agreement, the Limited Guaranteeagreements entered into in connection herewith (other than the Non-Disclosure Agreement), including the Equity Undertaking Letter or the Merger Agreement Guaranty, or the transactions contemplated hereby and or thereby (includingagainst any Parent Party. For the avoidance of doubt, any breach by any Xxxxxxxxxx Fund), except with respect to the termination of this Non-Disclosure Agreement, in no event shall any Parent Party be subject to, nor shall any Company, seek to recover, nor shall they accept, monetary damages in excess of the failure Parent Termination Fee (it being understood that this limitation shall apply in the aggregate to consummate the Exchange Agreement Transactions or any claims or actions under applicable Law arising out of any such breach, termination or failureall Company Parties).

Non-Recourse Parties. Notwithstanding anything to the contrary in this Agreement, in no event shall (i) any Non-Recourse Parent Party (as defined in the Equity Undertaking LetterFinancing Commitment, which excludes, for the avoidance of doubt, Sponsor Sponsor, Parent and the Acquiring EntitiesSub) have any liability for monetary damages to the Xxxxxxxxxx Funds, the Company or its Subsidiaries or any Non-Recourse Xxxxxxxxxx Party (as defined below) relating to or arising out of this Agreement, the Equity Undertaking Letter, the Limited Guarantee, the Merger Agreement or the Transactionstransactions contemplated hereby, other than Sponsor’s obligations under the Equity Undertaking Letter Limited Guarantee and the Limited Guarantee Equity Financing Commitment and any liability of Golden Gate Private Equity, Inc. under the Confidentiality Agreement and other than the obligations of the Acquiring Entities Parent and Sub 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 personsequityholders, directors, officers, employees, managers, members, advisors, Affiliates, Affiliates or agents or assignee of any of the Xxxxxxxxxx Funds or 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 foregoing (those Persons described in clause (ii), excluding the Xxxxxxxxxx Funds, each being referred to as a “Non-Recourse Xxxxxxxxxx Party”) have any liability for monetary damages to Sponsor, the Acquiring Entities, the Company or its Subsidiaries have any liability to Sponsor, Parent or Sub or any Non-Recourse Parent Party for monetary damages relating to or arising out of this Agreement, the Equity Undertaking Letter, the Limited Guarantee, the Merger Agreement or the Transactionstransactions contemplated hereby, other than the obligations of the Company to the extent expressly provided herein. In no event shall the Xxxxxxxxxx Funds Company seek or obtain, nor shall any of them they permit any of their respective its 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 Financing Commitment or the Merger Agreement Limited Guarantee or the transactions contemplated hereby and thereby (including, any breach by Sponsor Sponsor, Parent or the Acquiring EntitiesSub), the termination of this Agreement, the failure to consummate the Exchange transactions contemplated by this Agreement Transactions or any claims or actions under applicable Law arising out of any such breach, termination or failure, other than from the Acquiring Entities Parent or Sub to the extent expressly provided for in the Merger Agreement and in this Agreement, or the Sponsor to the extent expressly provided for in the Limited Guarantee and the Equity Undertaking Letter and Financing Commitment or Golden Gate Private Equity, Inc. to the extent expressly provided for in the Confidentiality Agreement (subject to 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 the transactions contemplated hereby and thereby (including, any breach by any Xxxxxxxxxx Fund), 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. Notwithstanding anything to the contrary This Agreement may only be enforced against Parent and Purchaser. All Actions, obligations, Losses, damages, claims or causes of action (whether in this Agreementcontract, in no event shall tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arise under, out or by reason of, be connected with, or relate in any manner to (ia) this Agreement or any Ancillary Agreement or any of the other agreements or documents contemplated hereby or thereby, (b) the negotiation, execution or performance of this Agreement or any Ancillary Agreement or any of the documents contemplated hereby or thereby (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other agreements or documents contemplated hereby), (c) any Non-Recourse Parent Party (as defined in the Equity Undertaking Letter, which excludes, for the avoidance breach or violation of doubt, Sponsor and the Acquiring Entities) have any liability for monetary damages to the Xxxxxxxxxx Funds, the Company or its Subsidiaries this Agreement or any Non-Recourse Xxxxxxxxxx Party Ancillary Agreement (including the failure of any representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby or thereby, and (d) any failure of the transactions contemplated by this Agreement or any Ancillary Agreement or the other agreements, transactions or documents contemplated hereby or thereby to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly named as defined below) relating parties to or arising out of this Agreement, the Equity Undertaking Commitment Letter, the Limited Guarantee, the Merger Confidentiality Agreement or the Transactionsand any other Ancillary Agreements, other than Sponsor’s obligations under the Equity Undertaking Letter and the Limited Guarantee and other than the obligations of the Acquiring Entities then only 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 Xxxxxxxxxx Funds or any former, current or future general or limited partners, equity holders, controlling persons, directors, officers, employees, managers, members, advisors, Affiliates, agents or assignee specific obligations of any of the foregoing (those such Persons described set forth in clause (ii), excluding the Xxxxxxxxxx Funds, each being referred to as a “Non-Recourse Xxxxxxxxxx Party”) have any liability for monetary damages to Sponsor, the Acquiring Entities, the Company or its Subsidiaries or any Non-Recourse Parent Party relating to or arising out of this Agreement, the Equity Undertaking Commitment Letter, the Limited Guarantee, the Merger Confidentiality Agreement or the Transactionssuch other Ancillary Agreement, as applicable. In no event shall furtherance and not in limitation of the Xxxxxxxxxx Funds seek or obtainforegoing, nor shall and notwithstanding any other provision 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 any Ancillary Agreement to the transactions contemplated hereby contrary, each party hereto covenants, agrees and thereby acknowledges that (including, any breach by Sponsor or except to the Acquiring Entities), the termination of extent named as a party to 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, other than from the Acquiring Entities to the extent expressly provided for in the Merger Agreement and in this Agreement, or 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 AgreementCommitment Letters, the Limited Guarantee, the Equity Undertaking Letter or the Merger Confidentiality Agreement or any other Ancillary Agreement, and then only to the transactions contemplated hereby and thereby (including, any breach by any Xxxxxxxxxx Fund), extent of the termination specific obligations of such parties set forth in this Agreement, the failure to consummate Equity Commitment Letters, the Exchange Limited Guarantee, the Confidentiality Agreement Transactions or such other Ancillary Agreements, as applicable) no recourse under this Agreement, any related document or any claims documents or actions under applicable Law arising instruments delivered in connection with this Agreement or any related document shall be had against any Purchaser Related Parties or the Debt Financing Sources and no such Persons (including any Person negotiating or executing this Agreement on behalf of a party) shall have any Liability or obligation (whether in contract, tort, equity, law or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise), it being expressly agreed and acknowledged that no personal Liability or Losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, based upon, arise under, out or by reason of, be connected with, or relate in any manner to the items in the immediately preceding clauses (a) through (d) (in each case, except to the extent named as a party to this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Confidentiality Agreement or any other Ancillary Agreement, and then only to the extent of any the specific obligations of such breachparties set forth in this Agreement, termination the Equity Commitment Letters, the Limited Guarantee, the Confidentiality Agreement or failure.such other Ancillary Agreements, as applicable). IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the parties as of the day first above written. By: /s/ Belgacem Chariag Name: Belgacem Chariag Title: Chairman, President and Chief Executive Officer By: Sparta Acquisition Company, its General Partner By: /s/ Dev Xxxxxxx Name: Dev Xxxxxxx Title: Director By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director Sellers: [Catalysts RemainCo]1* PQ International Holdings Inc. PQ International CV Transferred Companies: PQ LLC (f/k/a PQ Corporation)2 PQ Silicates Limited (50% interest) PQ China (Hong Kong) Limited (0.01% interest) PQ International Cooperative UA (99% interest) PQ International Cooperative LLC Transferred Equity Interests: 100% of the Equity Interests in PQ LLC (f/k/a PQ Corporation) 50% of the Equity Interests in PQ Silicates Limited 0.01% of the Equity Interests in PQ China (Hong Kong) Limited 99% of the Equity Interests in PQ International Cooperative UA 100% of the Equity Interests in PQ International Cooperative LLC Transferred Entities:3 KILT LLC National Silicates Partnership NSL Canada Company PQ Canada Company PQ Chemicals (Thailand) Ltd PQ China (Hong Kong) Limited PQ Europe ApS PQ Europe Cooperative PQ Finland Oy PQ France SAS PQ Germany GmbH PQ Holdings I Limited PQ Holdings Mexicana, S.A. de C.V. (80% interest) PQ Intermediate Limited PQ International Cooperative UA (1% interest) PQ Japan G.K. PQ Mexico Holdings BV 1 CPQ Midco I, a wholly-owned indirect subsidiary of Parent, will form Catalysts RemainCo as part of the Pre-Closing Restructuring. 2 PQ Corporation will be converted to an LLC as part of the Pre-Closing Restructuring 3 Entities denoted with an asterisk (*) will be formed as part of the Pre-Closing Restructuring. PQ Mexico S. de X.X. de C.V.

Non-Recourse Parties. (a) Notwithstanding anything to the contrary contained in this Agreement, Agreement any other Credit Document or in no event shall any of the other Project Documents (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 but subject to the Xxxxxxxxxx Fundsfollowing provisions of this Section), the Company or its Subsidiaries or any Non-Recourse Xxxxxxxxxx Party (as defined below) relating to or arising out of this AgreementAgents and each Lender, agree that the Equity Undertaking Letter, the Limited Guarantee, the Merger Agreement or the Transactions, other than Sponsor’s obligations under the Equity Undertaking Letter Affiliated Project Participants 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 personstheir respective shareholders, directors, officers, employeesemployees and affiliates (other than the Borrower) (the "Non-Recourse Parties") shall not be liable (such liability, managersincluding as may arise by operation of law, membershereby being expressly waived) for the payment of any sums now or hereafter owing by the Borrower, advisors, Affiliates, agents or assignee for the performance of any of the Xxxxxxxxxx Funds obligations of the Borrower, under this Agreement any other Credit Document or any formerother Project Document. Except as provided below, current if any Event of Default should occur or future general if any claim of the Administrative Agent or any Lender shall be asserted under this Agreement any other Credit Document or any other Project Document, the Administrative Agent and each Lender agree that: (i) its rights shall be limited partnersto proceeding against the Borrower, equity holdersthe security for the indebtedness evidenced by the Notes and against any other third party other than the Non-Recourse Parties, controlling persons(ii) it shall have no right to proceed against the Non-Recourse Parties for the satisfaction of any obligation of or enforcement of any claim against the Borrower or for any deficiency judgment remaining after foreclosure of, directors, officers, employees, managers, members, advisors, Affiliates, agents or (b) Nothing in this Section shall: (i) in any manner or assignee way constitute or be deemed a release of the debt evidenced by the Notes the other Credit Document or the other Project Documents or otherwise affect or impair the enforceability against the Borrower of the Liens created by the Security Documents; (ii) preclude the Collateral Agent from foreclosing the Liens created by the Security Documents or from enforcing any of the foregoing rights or remedies of the Agents or any Lender in law or in equity against the Borrower or its assets, except as stated in this Section; (those Persons described iii) impair in clause any manner any right, remedy or recourse any Agent or any Lender may have against any party executing any Credit Document or Project Document to which it is a party (ii), excluding including the Xxxxxxxxxx Funds, each being referred to as a “Non-Recourse Xxxxxxxxxx Party”Parties) have with respect to such party's obligations thereunder; (iv) impair in any liability for monetary damages to Sponsormanner any right, the Acquiring Entities, the Company remedy or its Subsidiaries recourse any Agent or any Lender may have against any Person including the Non-Recourse Parent Party relating to Parties, for fraud, willful misrepresentation, misappropriation or arising out misapplication of this Agreementfunds; or (v) impair in any manner any right, the Equity Undertaking Letter, the Limited Guarantee, the Merger Agreement remedy or the Transactions. In no event shall the Xxxxxxxxxx Funds seek recourse any Agent 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 Lender may have against any Non-Recourse Parent Party Trigen 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 any 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 the Merger Agreement Debt Service and in this Support Agreement, or 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 the transactions contemplated hereby and thereby (including, any breach by any Xxxxxxxxxx Fund), 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. Notwithstanding anything to the contrary in this Agreement, in no event shall (i) any Non-Recourse Parent Party (as defined in the Equity Undertaking Letter, which excludes, for the avoidance of doubt, Sponsor Sponsor, Parent and the Acquiring EntitiesSub) have any liability for monetary damages to the Xxxxxxxxxx Funds, the Company or its Subsidiaries or any Non-Recourse Xxxxxxxxxx Party (as defined below) relating to or arising out of this Agreement, the Equity Undertaking Letter, the Limited Guarantee, the Merger Agreement or the Transactionstransactions contemplated hereby, other than Sponsor’s obligations under the Equity Undertaking Letter and the Limited Guarantee and other than the obligations of the Acquiring Entities Parent and Sub 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 personsequityholders, directors, officers, employees, managers, members, advisors, Affiliates, Affiliates or agents or assignee of any of the Xxxxxxxxxx Funds or 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 foregoing (those Persons described in clause (ii), excluding the Xxxxxxxxxx Funds, each being referred to as a “Non-Recourse Xxxxxxxxxx Party”) have any liability for monetary damages to Sponsor, the Acquiring Entities, the Company or its Subsidiaries have any liability to Sponsor, Parent or Sub or any Non-Recourse Parent Party for monetary damages relating to or arising out of this Agreement, the Equity Undertaking Letter, the Limited Guarantee, the Merger Agreement or the Transactionstransactions contemplated hereby, other than the obligations of the Company to the extent expressly provided herein. In no event shall the Xxxxxxxxxx Funds Company seek or obtain, nor shall any of them it permit any of their respective its 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 Exchange Agreement or the transactions contemplated hereby and thereby (including, any breach by Sponsor Sponsor, Parent or the Acquiring EntitiesSub), the termination of this Agreement, the failure to consummate the Exchange transactions contemplated by this Agreement Transactions or any claims or actions under applicable Law arising out of any such breach, termination or failure, other than from the Acquiring Entities Parent or Sub to the extent expressly provided for in the Merger Agreement and in this Agreement, or 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 the transactions contemplated hereby and thereby (including, any breach by any Xxxxxxxxxx Fund), 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.