Common use of Non-Recourse; Release Clause in Contracts

Non-Recourse; Release. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of or related to this Agreement may only be brought against, the Persons that are expressly named as parties to or third-party beneficiaries of this Agreement. Except to the extent named as a party to or third-party beneficiary of this Agreement, and then only to the extent of the specific obligations of such Parties set forth in this Agreement, no past, present or future equityholder, director, manager, officer, employee, agent, representative or Affiliate of any Party will have any liability (whether in contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or liabilities of any of the Parties or for any claim based upon, arising out of or related to this Agreement. Without limiting the foregoing, no claim may be brought or maintained by Purchaser or any other Purchaser Indemnitee or any of their respective successors or permitted assigns against any present or future equityholder, director, manager, officer, employee, agent, representative or Affiliate of any Party which is not otherwise expressly identified as a party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement or any exhibit or schedule hereto or any certificate delivered hereunder. As a material inducement to Purchaser to enter into this Agreement, effective as of the Closing, Holdings on behalf of itself and Seller and each of Seller’s Subsidiaries on behalf of itself and its Subsidiaries agrees not to xxx and fully releases and discharges the Company and its successors (collectively, the “Releasees”), with respect to and from any and all Damages (including employment contracts) or Proceedings, of whatever kind or nature in Law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which Holdings, Seller or any of Seller’s Subsidiaries now owns or holds or has at any time owned or held against Releasees; provided, that nothing in this Section 13.2 will be deemed to constitute a release by Holdings, Seller or any of Seller’s Subsidiaries of any right to enforce its rights under this Agreement or any other Transaction Document.

Non-Recourse; Release. This Agreement may only Notwithstanding anything in the Related Agreements to the contrary, except as set forth in the Confidentiality Agreement, all liabilities and obligations arising out of the Related Agreements and the Contemplated Transactions will be enforced againstlimited to the Parties, and a Person that is not a party to this Agreement will not have liability or obligation hereunder or with respect to the Contemplated Transactions. In furtherance and not in limitation of the foregoing, Buyer agrees (and, from and after the Closing, shall cause Company to agree) that the Affiliates and Representatives of Seller (but not Seller itself), including current or former officers and directors of Company and Seller and the shareholders of Seller as of or prior to the Closing Date, shall not have any claim liability or responsibility to Buyer or Company for (and Buyer hereby unconditionally releases (and from and after the Closing shall cause Company to unconditionally release) such Persons (but for the avoidance of doubt, not Seller) from) any obligations or liability: (a) arising out of, or relating to, the organization, management or operation of the Business or Company relating to any matter, occurrence, action based upon, or activity on or prior to the Closing Date; (b) relating to the Related Agreements or the Contemplated Transactions; (c) arising out of or related due to this Agreement may only be brought againstany inaccuracy or breach of any representation or warranty or the breach of any covenant, the Persons that are expressly named as parties to undertaking or third-party beneficiaries of this Agreement. Except to the extent named as a party to or third-party beneficiary of this Agreement, and then only to the extent of the specific obligations of such Parties set forth other agreement contained in this Agreement, no pastthe Disclosure Schedule, present the Exhibits or future equityholder, director, manager, officer, employee, agent, representative in any certificate contemplated hereby and delivered in connection herewith; or Affiliate of (d) relating to any Party will have any liability information (whether in contractwritten or oral), tort, equity documents or otherwise) for any of the representations, warranties, covenants, agreements materials furnished by or other obligations or liabilities of any of the Parties or for any claim based upon, arising out of or related to this Agreement. Without limiting the foregoing, no claim may be brought or maintained by Purchaser or any other Purchaser Indemnitee or any of their respective successors or permitted assigns against any present or future equityholder, director, manager, officer, employee, agent, representative or Affiliate of any Party which is not otherwise expressly identified as a party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement or any exhibit or schedule hereto or any certificate delivered hereunder. As a material inducement to Purchaser to enter into this Agreement, effective as of the Closing, Holdings on behalf of itself and Seller and each of Seller’s Subsidiaries on behalf of itself and its Subsidiaries agrees not to xxx and fully releases and discharges the Company and its successors (collectively, the “Releasees”), with respect to and from any and all Damages (including employment contracts) or Proceedings, of whatever kind or nature in Law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which Holdings, Seller or any of Seller’s Subsidiaries now owns Company on or holds or has at any time owned or held against Releasees; provided, that nothing in this Section 13.2 will be deemed prior to constitute a release by Holdings, Seller or any of Seller’s Subsidiaries of any right to enforce its rights under this Agreement or any other Transaction Documentthe Closing Date.

Non-Recourse; Release. This Agreement may only be enforced against(a) All claims, and any claim obligations, Liabilities or cause causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) that may be based upon, arising in respect of, arise under, out of or related by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) and the transactions contemplated hereby, may be made, subject to Section 11.01, only be brought against, against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties in the preamble to or third-party beneficiaries of this AgreementAgreement (the "Contracting Parties"). Except to the extent named as No Person who is not a party to or third-party beneficiary of this AgreementContracting Party, and then only to the extent of the specific obligations of such Parties set forth in this Agreement, no including any past, present or future equityholder, director, manager, officer, employee, incorporator, member, partner, manager, equityholder, Affiliate, agent, attorney, representative or Affiliate assignee of, and any financial advisor or lender to, any Contracting Party, or any past, present or future director, officer, employee, incorporator, member, partner, manager, equityholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of any Party the foregoing (collectively, the "Nonparty Affiliates"), will have any liability Liability (whether in contract, contract or in tort, equity in Law or otherwisein equity, or granted by statute) for any claims, causes of the representationsaction, warrantiesobligations, covenantsor Liabilities arising under, agreements or other obligations or liabilities of any of the Parties or for any claim based uponout of, arising out of in connection with, or related in any manner to this AgreementAgreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach of this Agreement and the transactions contemplated hereby, 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, no claim may be brought or maintained to the maximum extent permitted by Purchaser Law, except to the extent otherwise set forth in the Confidentiality Agreement or any other Purchaser Indemnitee or Transaction Document, each Contracting Party disclaims any of their respective successors or permitted assigns against any present or future equityholder, director, manager, officer, employee, agent, representative or Affiliate of any Party which is not otherwise expressly identified as a party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based reliance upon any alleged misrepresentation or inaccuracy in or breach or nonperformance Nonparty Affiliates with respect to the performance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement or any exhibit representation or schedule hereto warranty made in, in connection with, or any certificate delivered hereunder. As a material as an inducement to Purchaser to enter into this Agreement, effective as of the Closing, Holdings on behalf of itself and Seller and each of Seller’s Subsidiaries on behalf of itself and its Subsidiaries agrees not to xxx and fully releases and discharges the Company and its successors (collectively, the “Releasees”), with respect to and from any and all Damages (including employment contracts) or Proceedings, of whatever kind or nature in Law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which Holdings, Seller or any of Seller’s Subsidiaries now owns or holds or has at any time owned or held against Releasees; provided, that nothing in this Section 13.2 will be deemed to constitute a release by Holdings, Seller or any of Seller’s Subsidiaries of any right to enforce its rights under this Agreement or any other Transaction Document.

Non-Recourse; Release. This Agreement (a) Except to the extent otherwise set forth in the Equity Commitment Letters, the Guaranties or the Confidentiality Agreement, all Liabilities or Actions (whether in contract or in tort, in law or in equity, or granted by statute) that may only be enforced against, and any claim or cause of action based upon, arising in respect of, arise under, out or by reason of, be connected with, or relate in any manner to any breach of or related to this Agreement Agreement, may be made only be brought against, against the Persons that are expressly named identified as parties in the preamble to or third-party beneficiaries of this AgreementAgreement and their respective successors and permitted assigns (the “Contracting Parties”). Except to the extent named as No Person who is not a party to or third-party beneficiary of this AgreementContracting Party, and then only to the extent of the specific obligations of such Parties set forth in this Agreement, no including any past, present or future equityholder, directorAffiliate, managerRepresentative, officersuccessor or assignee of, employeeand any financial advisor or lender to, agentany party hereto, representative or Affiliate any past, present or future equityholder, Affiliate, Representative, successor or assignee of, and any financial advisor or lender to, any of any Party will the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability Liability (whether in contract, contract or in tort, equity in law or otherwisein equity, or granted by statute) for any of the representationsLiabilities or Actions arising under, warrantiesout of, covenantsin connection with, agreements or other obligations or liabilities of any of the Parties or for any claim based upon, arising out of or related in any manner to this Agreement, except to the extent otherwise set forth in the Guaranties or the Confidentiality Agreement, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities or Actions against any such Nonparty Affiliates. Without limiting the foregoing, no claim may be brought to the maximum extent permitted by Law, except to the extent otherwise set forth in the Guaranties or maintained by Purchaser or any other Purchaser Indemnitee or any of their respective successors or permitted assigns against any present or future equityholder, director, manager, officer, employee, agent, representative or Affiliate of any Party which is not otherwise expressly identified as a party to this the Confidentiality Agreement, and no recourse will be brought or granted against subject to Section 5.13 (Acknowledgement by Purchaser; Company’s Liability), each party hereto disclaims any of them, by virtue of or based reliance upon any alleged misrepresentation or inaccuracy in or breach or nonperformance Nonparty Affiliates with respect to the performance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement or any exhibit representation or schedule hereto warranty made in, in connection with, or as an inducement to, this Agreement. For the avoidance of doubt, nothing in this Agreement shall limit the recourse of Purchaser or any certificate delivered hereunderits Affiliates (including, following the Closing, the Company and the Company Subsidiaries) in respect of Fraud. As a material inducement to Purchaser to enter into this Agreement(b) Without limiting anything set forth in Section 9.14(a) (Non-Recourse), effective as of the Closing, Holdings on behalf of itself MIC and Seller and Seller, each of Seller’s Subsidiaries on behalf of itself and its Subsidiaries Nonparty Affiliates, and each of their respective successors and assigns (each, a “Seller Releasor”), hereby releases, acquits and forever discharges, to the fullest extent permitted by Law, Purchaser, the Company, each of their respective Nonparty Affiliates and the Company Subsidiaries, and each of their respective successors and assigns (each, a “Purchaser Releasee”) of, from and against any and all Actions and Liabilities of every kind, nature and description whatsoever, which have been or could have been asserted against any Purchaser Releasee (other than Actions or Liabilities under this Agreement in accordance with and as limited by the terms hereof), which any Seller Releasor ever had, now has or may have on or by reason of any matter, cause or thing whatsoever prior to the to the Closing Date. Each Seller Releasor agrees not to xxx assert any claim against the Purchaser Releasees that are released hereunder. Notwithstanding the foregoing, MIC, Seller and fully releases the other Seller Releasors retain, and discharges do not release, their rights and interests under the terms and conditions of this Agreement. (c) Without limiting anything set forth in Section 9.14(a) (Non-Recourse), effective as of the Closing, Purchaser, on behalf of itself and the Company and its the Company Subsidiaries and each of their respective successors and assigns (collectivelyeach, the a “ReleaseesPurchaser Releasor”), with respect hereby releases, acquits and forever discharges, to the fullest extent permitted by Law, Seller, MIC, each of their respective Nonparty Affiliates, and each of their respective successors and assigns (each, a “Seller Releasee”) of, from and against any and all Damages Actions and Liabilities of every kind, 130 nature and description whatsoever, which any Purchaser Releasor ever had against the Seller Releasees resulting from, in connection with or relating (including employment contractsi) any fiduciary or Proceedingssimilar duty that any Seller Releasee may owe or have owed to the Company or any Company Subsidiary prior to the Closing and (ii) any Seller Releasee in its capacity as a direct or indirect owner of Equity Interests in the Company or any Company Subsidiary prior to the Closing. Each Purchaser Releasor agrees not to assert any claim against the Seller Releasees that are released hereunder. Notwithstanding the foregoing, of whatever kind or nature in Law, equity or otherwise, whether now known or unknownPurchaser and the other Purchaser Releasors retain, and whether do not release, their respective rights and interests (x) under the terms and conditions of this Agreement and (y) against current or not concealed former employees of the Company or hidden, all the Company Subsidiaries in their capacities as current or former employees of which Holdings, Seller the Company or any of Seller’s Subsidiaries now owns or holds or has at any time owned or held against Releasees; provided, that nothing in this Section 13.2 will be deemed to constitute a release by Holdings, Seller or any of Seller’s Subsidiaries of any right to enforce its rights under this Agreement or any other Transaction Document.Company Subsidiary. * * * * * 131

Non-Recourse; Release. This Agreement may only be enforced against(a) All claims, and any claim obligations, liabilities or cause causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, arising in respect of, arise under, out of or related by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) and the transactions contemplated hereby, may be made, subject to Section 6.1, only be brought against, against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties Parties in the preamble to or third-party beneficiaries of this AgreementAgreement (the “Contracting Parties”). Except to the extent named as No Person who is not a party to or third-party beneficiary of this AgreementContracting Party, and then only to the extent of the specific obligations of such Parties set forth in this Agreement, no including any past, present or future equityholder, director, manager, officer, employee, incorporator, member, partner, manager, equityholder, Affiliate, agent, representative attorney, Representative or Affiliate assignee of, and any financial advisor or lender to, any Contracting Party, or any past, present or future director, officer, employee, incorporator, member, partner, manager, equityholder, Affiliate, agent, attorney, Representative or assignee of, and any financial advisor or lender to, any of any Party will the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract, contract or in tort, equity in law or otherwisein equity, or granted by statute) for any claims, causes of the representationsaction, warrantiesobligations, covenants, agreements or other obligations or liabilities of any of the Parties or for any claim based uponarising under, arising out of of, in connection with, or related in any manner to this AgreementAgreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach of this Agreement and the transactions contemplated hereby, 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, no claim may be brought or maintained to the maximum extent permitted by Purchaser or any other Purchaser Indemnitee or any of their respective successors or permitted assigns against any present or future equityholderlaw, director, manager, officer, employee, agent, representative or Affiliate of any Party which is not except to the extent otherwise expressly identified as a party to this set forth in the Confidentiality Agreement, and no recourse will be brought or granted against each Contracting Party disclaims any of them, by virtue of or based reliance upon any alleged misrepresentation or inaccuracy in or breach or nonperformance Nonparty Affiliates with respect to the performance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement or any exhibit representation or schedule hereto warranty made in, in connection with, or any certificate delivered hereunder. As a material as an inducement to Purchaser to enter into this Agreement, effective as of the Closing, Holdings on behalf of itself and Seller and each of Seller’s Subsidiaries on behalf of itself and its Subsidiaries agrees not to xxx and fully releases and discharges the Company and its successors (collectively, the “Releasees”), with respect to and from any and all Damages (including employment contracts) or Proceedings, of whatever kind or nature in Law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which Holdings, Seller or any of Seller’s Subsidiaries now owns or holds or has at any time owned or held against Releasees; provided, that nothing in this Section 13.2 will be deemed to constitute a release by Holdings, Seller or any of Seller’s Subsidiaries of any right to enforce its rights under this Agreement or any other Transaction Document.

Non-Recourse; Release. This Agreement may only be enforced against(a) All claims, and any claim obligations, liabilities or cause causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, arising in respect of, arise under, out of or related by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) and the transactions contemplated hereby, may be made, subject to Article VI and this Section 8.4, only be brought against, against (x) the Persons that are expressly named identified as parties Parties in the preamble to or third-this Agreement (the “Contracting Parties”) and (y) the Equity Financing Source (solely in respect of the Company’s right, as an express third party beneficiaries of this Agreement. Except beneficiary to the extent named as a party Equity Financing Commitment Letter, to or third-party beneficiary specifically enforce Parent’s right to cause the Equity Financing to be funded in accordance with the terms thereof and Section 8.10). For purposes of this Agreementclarity, the representations and then only to warranties made by the extent Company are those solely of the specific obligations of such Parties set forth in this Agreement, no past, present or future equityholder, director, manager, officer, employee, agent, representative or Affiliate Company (and not of any Party will Nonparty Affiliates or any other Person, none of whom shall have any liability in respect thereof) and the representatives and warranties made by Parent and Merger Sub are those solely of Parent and Merger Sub (whether in contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or liabilities and not of any of the Parties or for any claim based upon, arising out of or related to this Agreement. Without limiting the foregoing, no claim may be brought or maintained by Purchaser Nonparty Affiliates or any other Purchaser Indemnitee or Person, none of whom shall have any of their respective successors or permitted assigns against any present or future equityholderliability in respect thereof), director, manager, officer, employee, agent, representative or Affiliate of any Party which it being understood that while the Stockholders’ Representative is not otherwise expressly identified as a party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any Agreement solely to function as the administrative representative of the representationsEquityholders and, warrantiesthough to the extent the Stockholders’ Representative does not comply with or fulfill the obligations expressly set forth herein to be complied with or fulfilled by the Stockholders’ Representative, covenants or agreements the other Parties hereto can seek to enforce specifically such obligations pursuant to Section 8.10. The Parties acknowledge however that, notwithstanding anything to the contrary herein, (x) Parent and Merger Sub are not waiving any right they may have to make a claim for actual damages for fraud for a misrepresentation in the Express Representations and, likewise, (y) the Company and the Stockholders Representative are not waiving any right they may have to make a claim for fraud for a misrepresentation in Article IV. Nothing in this Agreement shall limit the rights of any Party set forth or contained in this pursuant to the terms of any Letter of Transmittal, Option Cancelation Acknowledgement Agreement, Restrictive Covenant Agreement or any exhibit or schedule hereto or any certificate delivered hereunder. As a material inducement to Purchaser to enter into this Agreement, effective as of the Closing, Holdings on behalf of itself and Seller and each of Seller’s Subsidiaries on behalf of itself and its Subsidiaries agrees not to xxx and fully releases and discharges the Company and its successors (collectively, the “Releasees”), with respect to and from any and all Damages (including employment contracts) or Proceedings, of whatever kind or nature in Law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which Holdings, Seller or any of Seller’s Subsidiaries now owns or holds or has at any time owned or held against Releasees; provided, that nothing in this Section 13.2 will be deemed to constitute a release by Holdings, Seller or any of Seller’s Subsidiaries of any right to enforce its rights under this Agreement agreement or any other Transaction Documentwritten agreement directly entered into in connection with this Agreement.

Non-Recourse; Release. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of or related to this Agreement may only be brought against, the Persons that are expressly named as parties to or third-party beneficiaries of this Agreement. (a) Except to the extent named as a party to or third-party beneficiary of this Agreement, and then only to the extent of the specific obligations of such Parties otherwise set forth in the Confidentiality Agreement, 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, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the Ancillary Agreements, or the negotiation, execution, or performance of this Agreement and the Ancillary Agreements (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), no may be made only against the parties hereto. No Person who is not a party hereto, including any past, present or future equityholder, director, manager, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or Affiliate assignee of, and any financial advisor or lender to, any party hereto, or any past, present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of any Party will the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability Liability (whether in contract, contract or in tort, equity in law or otherwisein equity, or granted by statute) for any Liabilities or causes of the representationsaction arising under, warrantiesout of, covenantsin connection with, agreements or other obligations or liabilities of any of the Parties or for any claim based upon, arising out of or related in any manner to this Agreement or the Ancillary Agreements or based on, in respect of, or by reason of this Agreement or the Ancillary Agreements or their negotiation, execution, performance, or breach (other than as set forth in the Confidentiality Agreement), and, to the maximum extent permitted by Law, each party hereto hereby waives and releases all such Liabilities and causes of action against any such Nonparty Affiliates (except pursuant to this Agreement or the Ancillary Agreements). Without limiting the foregoing, no claim may be brought to the maximum extent permitted by Law, except to the extent otherwise set forth in the Confidentiality Agreement, each party hereto disclaims any reliance upon any Nonparty Affiliate with respect to the performance of this Agreement or maintained by Purchaser the Ancillary Agreements or any other Purchaser Indemnitee representation or any of their respective successors warranty made in, in connection with, or permitted assigns against any present or future equityholder, director, manager, officer, employee, agent, representative or Affiliate of any Party which is not otherwise expressly identified as a party an inducement to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement or any exhibit or schedule hereto or any certificate delivered hereunder. As a material inducement to Purchaser to enter into this Agreement, effective as of the Closing, Holdings on behalf of itself and Seller and each of Seller’s Subsidiaries on behalf of itself and its Subsidiaries agrees not to xxx and fully releases and discharges the Company and its successors (collectively, the “Releasees”), with respect to and from any and all Damages (including employment contracts) or Proceedings, of whatever kind or nature in Law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which Holdings, Seller or any of Seller’s Subsidiaries now owns or holds or has at any time owned or held against Releasees; provided, that nothing in this Section 13.2 will be deemed to constitute a release by Holdings, Seller or any of Seller’s Subsidiaries of any right to enforce its rights under this Agreement or any other Transaction Document.

Non-Recourse; Release. This Agreement may only be enforced against(a) All claims, and any claim obligations, liabilities, or cause causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, arising in respect of, arise under, out of or related by reason of, be connected with, or relate in any manner to this Agreement or the other Transaction Documents, or the negotiation, execution, or performance of this Agreement or the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or the other Transaction Documents), may be made only be brought against, against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties to this Agreement in the preamble to this Agreement or third-party beneficiaries of this Agreementas parties to the other and in the other Transaction Documents as set forth therein (the “Contracting Parties”). Except to in the extent named as a party to or third-party beneficiary of this Agreement, and then only to the extent of the specific obligations event of such Parties set forth in this AgreementPerson’s Fraud, no Person who is not a Contracting Party, including any past, present or future equityholder, director, manager, officer, employee, incorporator, shareholder, partner, manager, equityholder, Affiliate, agent, attorney, representative or Affiliate assignee of, and any financial advisor or lender to, any Contracting Party, or any past, present or future director, officer, employee, incorporator, shareholder, partner, manager, equityholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of any Party will the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract, contract or in tort, equity in law or otherwisein equity, or granted by statute) for any claims, causes of the representationsaction, warrantiesobligations, covenants, agreements or other obligations or liabilities of any of the Parties or for any claim based uponarising under, arising out of of, in connection with, or related in any manner to this AgreementAgreement or the other Transaction Documents or based on, in respect of, or by reason of this Agreement or the other Transaction Documents or the negotiation, execution, performance, or breach hereof or, to the maximum extent permitted by Legal Requirements, thereof and 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, no claim may be brought or maintained by Purchaser or any other Purchaser Indemnitee or any of their respective successors or permitted assigns against any present or future equityholder, director, manager, officer, employee, agent, representative or Affiliate of any Party which is not otherwise expressly identified as a party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement or any exhibit or schedule hereto or any certificate delivered hereunder. As a material inducement to Purchaser to enter into this Agreement, effective as of the ClosingClosing Date, Holdings on behalf of itself each Seller (with respect to Purchaser) and Seller and each of Seller’s Subsidiaries Purchaser (with respect the Sellers) (a “Releasor”), on behalf of itself and its respective officers, directors, shareholders, Subsidiaries agrees not and Affiliates, and each of their respective successors and assigns, hereby releases, acquits and forever discharges, to xxx the fullest extent permitted by applicable Legal Requirements, each of the Sellers (where Purchaser is the Releasor) and fully releases Purchaser and discharges the Company Purchased Entities (where a Seller is the Releasor) and its successors respective past, present or future officers, managers, directors, members, Affiliates, employees, counsel and agents, as applicable, (collectivelyeach, the a “ReleaseesReleasee”)) of, with respect to from and from against any and all Damages actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever (including employment contractsincluding, where a Seller is a Releasor, relating to their status as members, shareholders, directors, officers of any of the Purchased Entities) which such Releasor or Proceedingsits successors or assigns ever had, now has or may have on or by reason of whatever kind any matter, cause or nature in Law, equity or otherwise, whether now known or unknownthing whatsoever to the Closing Date. Each Releasor agrees not to, and whether or agrees to cause its respective officers, directors, shareholders, Subsidiaries and Affiliates, and each of their respective successors and assigns, not concealed or hiddento, all of which Holdings, Seller or assert any claim released under this Section 8.10 against any of Seller’s the Releasees. Notwithstanding the foregoing, each Releasor and its respective officers, directors, shareholders, Subsidiaries now owns or holds or has at any time owned or held against Releasees; providedand Affiliates, that nothing in this Section 13.2 will be deemed to constitute a release by Holdingsand each of their respective successors and assigns retain, Seller or any and do not release, (i) their rights and interests under the terms and conditions of Seller’s Subsidiaries of any right to enforce its rights under this Agreement or any the other Transaction DocumentDocuments, (ii) any wages or benefits arising in the Ordinary Course of Business solely from such Person’s employment with the Company or a Subsidiary or (iii) commercial arrangements entered in the Ordinary Course of Business that are unrelated to the Acquisition or the other transactions contemplated by this Agreement. Each Releasor hereby expressly waives any and all provisions, rights and benefits conferred by §1542 of the California Civil Code (or any similar, comparable or equivalent provision or law) which section provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASING PARTY.”

Non-Recourse; Release. This (a) Except for the liabilities and obligations of the parties to the Confidentiality Agreement, the Voting Agreement and the other Transaction Documents under any of the foregoing Contracts to which they are expressly identified as parties and for claims for Fraud, all claims, obligations, liabilities or Actions (whether in contract or in tort, in law or in equity, or granted by statute) that may only be enforced against, and any claim or cause of action based upon, arising in respect of, arise under, out of or related by reason of, be connected with, or relate in any manner to this Agreement or the Transactions, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only be brought against, against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties in the preamble to or third-party beneficiaries of this AgreementAgreement (the “Contracting Parties”). Except to the extent named as No Person who is not a party to or third-party beneficiary of this AgreementContracting Party, and then only to the extent of the specific obligations of such Parties set forth in this Agreementincluding any current, no past, present former or future equityholder, director, manager, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or Affiliate assignee of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of any Party will of the foregoing (collectively, the “Non-Recourse Party”), shall have any liability (whether in contract, contract or in tort, equity in law or otherwisein equity, or granted by statute) for any of the representationsclaims, warrantiesActions, covenants, agreements or other obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the Transactions or based on, in respect of, or by reason of this Agreement or the Transactions or the negotiation, execution, performance, or breach of this Agreement (other than, in each case, the liabilities and obligations of the parties to the Confidentiality Agreement and the other Transaction Documents under any of the Parties or for foregoing Contracts to which they are expressly identified as parties), and, to the maximum extent permitted by Law, each Contracting Party, on behalf of itself and its Affiliates, hereby waives and releases all such liabilities, claims, Actions and obligations against any claim based upon, arising out of or related to this Agreementsuch Non-Recourse Party. Without limiting the foregoing, no claim may be brought or maintained to the maximum extent permitted by Purchaser or any other Purchaser Indemnitee or any of their respective successors or permitted assigns against any present or future equityholderLaw, director, manager, officer, employee, agent, representative or Affiliate of any Party which is not otherwise expressly identified except as a party to this provided in the Confidentiality Agreement, the Voting Agreement and no recourse will the other Transaction Documents, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands or Actions that may otherwise be brought available at law or in equity, or granted against by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impute or extend the liability of a Contracting Party to any of themNon-Recourse Party, by virtue of whether based on 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 (ii) each Contracting Party disclaims any reliance upon any alleged misrepresentation or inaccuracy in or breach or nonperformance Non-Recourse Party with respect to the performance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement or any exhibit representation or schedule hereto warranty made in, in connection with, or any certificate delivered hereunder. As a material as an inducement to Purchaser to enter into this Agreement, effective as of the Closing, Holdings on behalf of itself and Seller and each of Seller’s Subsidiaries on behalf of itself and its Subsidiaries agrees not to xxx and fully releases and discharges the Company and its successors (collectively, the “Releasees”), with respect to and from any and all Damages (including employment contracts) or Proceedings, of whatever kind or nature in Law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which Holdings, Seller or any of Seller’s Subsidiaries now owns or holds or has at any time owned or held against Releasees; provided, that nothing in this Section 13.2 will be deemed to constitute a release by Holdings, Seller or any of Seller’s Subsidiaries of any right to enforce its rights under this Agreement or any other Transaction Document.

Non-Recourse; Release. This Agreement may only be enforced against(a) Except to the extent otherwise set forth in the Confidentiality Agreement, and any claim all claims, obligations, liabilities, or cause causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, arising in respect of, arise under, out of or related by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only be brought against, against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties in the preamble to or third-party beneficiaries of this AgreementAgreement (the “Contracting Parties”). Except to the extent named as No Person who is not a party to or third-party beneficiary of this AgreementContracting Party, and then only to the extent of the specific obligations of such Parties set forth in this Agreement, no including any past, present or future equityholder, director, manager, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or Affiliate assignee of, and any financial advisor or lender to, any Contracting Party, or any past, present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of any Party will the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract, contract or in tort, equity in law or otherwisein equity, or granted by statute) for any claims, causes of the representationsaction, warrantiesobligations, covenants, agreements or other obligations or liabilities of any of the Parties or for any claim based uponarising under, arising out of of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the Confidentiality Agreement), 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, no claim may be brought or maintained to the maximum extent permitted by Purchaser or any other Purchaser Indemnitee or any of their respective successors or permitted assigns against any present or future equityholderLaw, director, manager, officer, employee, agent, representative or Affiliate of any Party which is not except to the extent otherwise expressly identified as a party to this set forth in the Confidentiality Agreement, and no recourse will be brought or granted against each Contracting Party disclaims any of them, by virtue of or based reliance upon any alleged misrepresentation or inaccuracy in or breach or nonperformance Nonparty Affiliates with respect to the performance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement or any exhibit representation or schedule hereto warranty made in, in connection with, or any certificate delivered hereunder. As a material as an inducement to Purchaser to enter into this Agreement, effective as of the Closing, Holdings on behalf of itself and Seller and each of Seller’s Subsidiaries on behalf of itself and its Subsidiaries agrees not to xxx and fully releases and discharges the Company and its successors (collectively, the “Releasees”), with respect to and from any and all Damages (including employment contracts) or Proceedings, of whatever kind or nature in Law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which Holdings, Seller or any of Seller’s Subsidiaries now owns or holds or has at any time owned or held against Releasees; provided, that nothing in this Section 13.2 will be deemed to constitute a release by Holdings, Seller or any of Seller’s Subsidiaries of any right to enforce its rights under this Agreement or any other Transaction Document.

Non-Recourse; Release. This Except for the liabilities and obligations of the parties to the Confidentiality Agreement may only be enforced againstand the Ancillary Agreements, under any of the foregoing agreements to which they are expressly identified as parties, and any claim for claims for Fraud, all claims, obligations, liabilities or cause of action Actions (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, arising in respect of, arise under, out of or related by reason of, be connected with, or relate in any manner to this Agreement or the transactions contemplated hereby, or the negotiation, execution, or performance of this Agreement (in each case, as the right to bring such claims may be limited by this Agreement), may be made only be brought against, against (and any representations and warranties herein or in any such Ancillary Agreement are those solely of) the Persons that are expressly named identified as parties in the preamble to this Agreement or third-party beneficiaries of this Agreement. Except to the extent named as in such Ancillary Agreement (each, a party to or third-party beneficiary of this Agreement“Contracting Party”, and then only to together, the extent of the specific obligations of such Parties set forth in this Agreement“Contracting Parties”). No Person who is not a Contracting Party, no pastincluding any current, present former or future equityholder, director, manager, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or Affiliate assignee of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of any Party will of the foregoing (collectively, the “Non-Recourse Party”), shall have any liability (whether in contract, contract or in tort, equity in law or otherwisein equity, or granted by statute) for any of the representationsclaims, warrantiesActions, covenants, agreements or other obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or the transactions contemplated hereby or the negotiation, execution, performance, or breach of this Agreement (other than, in each case, the liabilities and obligations of the parties to the Confidentiality Agreement and the Ancillary Agreements, under any of the Parties or foregoing contracts to which they are expressly identified as parties, and claims for Fraud), and, to the maximum extent permitted by law, each Contracting Party, on behalf of itself and its Affiliates, hereby waives and releases all such liabilities, claims, Actions and obligations against any claim based upon, arising out of or related to this Agreementsuch Non-Recourse Party. Without limiting the foregoing, no claim to the maximum extent permitted by law, except as provided in the Confidentiality Agreement and the Ancillary Agreements and for claims for Fraud, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or Actions that may otherwise be brought available at law or maintained by Purchaser or any other Purchaser Indemnitee or any of their respective successors or permitted assigns against any present or future equityholderin equity, director, manager, officer, employee, agent, representative or Affiliate of any Party which is not otherwise expressly identified as a party to this Agreement, and no recourse will be brought or granted against by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impute or extend the liability of a Contracting Party to any of themNon-Recourse Party, by virtue of whether based on 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 alleged misrepresentation or inaccuracy in or breach or nonperformance Non-Recourse Party with respect to the performance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement or any exhibit representation or schedule hereto warranty made in, in connection with, or any certificate delivered hereunder. As a material as an inducement to Purchaser to enter into this Agreement, effective as of the Closing, Holdings on behalf of itself and Seller and each of Seller’s Subsidiaries on behalf of itself and its Subsidiaries agrees not to xxx and fully releases and discharges the Company and its successors (collectively, the “Releasees”), with respect to and from any and all Damages (including employment contracts) or Proceedings, of whatever kind or nature in Law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which Holdings, Seller or any of Seller’s Subsidiaries now owns or holds or has at any time owned or held against Releasees; provided, that nothing in this Section 13.2 will be deemed to constitute a release by Holdings, Seller or any of Seller’s Subsidiaries of any right to enforce its rights under this Agreement or any other Transaction Document.

Non-Recourse; Release. This Agreement may only be enforced against(a) Except to the extent otherwise set forth in the Confidentiality Agreement, the Equity Commitment Letter, the Debt Commitment Letter and any claim the Guarantee, all claims, obligations, Liabilities, or cause causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, arising in respect of, arise under, out of or related by reason of, be connected with, or relate in any manner to this Agreement or the transactions contemplated by this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only be brought against, against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties Parties in the preamble to this Agreement (the “Contracting Parties”). Without limiting claims in respect of Fraud, no Person who is not a Contracting Party, including any current, former or thirdfuture director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of any of the foregoing and the Debt Financing Sources (collectively, the “Non-party beneficiaries Recourse Party”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated by this Agreement or based on, in respect of, or by reason of this Agreement. Except to Agreement or the extent named as a party to transactions contemplated by this Agreement or third-party beneficiary the negotiation, execution, performance, or breach of this Agreement, and then only to the extent of the specific obligations of such Parties Agreement (other than as set forth in this Agreement, no pastthe Confidentiality Agreement, present or future equityholderthe Equity Commitment Letter, directorthe Debt Commitment Letter and the Guarantee), managerand, officerto the maximum extent permitted by Law, employeeeach Contracting Party hereby waives and releases all such liabilities, agentclaims, representative or Affiliate causes of action, and obligations against any Party will have any liability (whether in contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or liabilities of any of the Parties or for any claim based upon, arising out of or related to this Agreementsuch Non-Recourse Party. Without limiting the foregoing, no claim to the maximum extent permitted by Law, except to the extent otherwise set forth in this Agreement, the Confidentiality Agreement, the Equity Commitment Letter, the Debt Commitment Letter and the Guarantee, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be brought available at law or maintained in equity, or granted by Purchaser statute, to avoid or disregard the entity form of a Contracting Party or otherwise impute or extend the Liability of a Contracting Party to any Non-Recourse Party, whether based on 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 Non-Recourse Party with respect to the performance of this Agreement or any other Purchaser Indemnitee representation or warranty made in, in connection with, or as an inducement to this Agreement. Furthermore, notwithstanding anything to the contrary contained herein, the Seller (i) waives any of their respective successors claims or permitted assigns rights against the Debt Financing Sources in connection with the Debt Financing or in any present or future equityholder, director, manager, officer, employee, agent, representative or Affiliate of any Party which is not otherwise expressly identified as a party way relating to this Agreement, and no recourse will be brought the Debt Commitment Letter or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representationstransactions contemplated hereby or thereby, warranties, covenants or agreements in respect of any Party set forth oral representations made or contained alleged to have been made in this Agreement connection herewith or therewith, including any exhibit dispute arising out of or schedule hereto relating in any way to the Debt Commitment Letter or the performance thereof or the Debt Financing contemplated thereby, whether at law, in equity, in contract, in tort or otherwise, (ii) hereby agrees not to bring any certificate delivered hereunder. As a material inducement to Purchaser to enter into suit, action or proceeding against any Debt Financing Source in connection with this Agreement, effective as of the ClosingDebt Financing, Holdings the Debt Commitment Letter and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (iii) hereby agrees to cause any suit, action or proceeding asserted against any Debt Financing Source by or on behalf of itself and Seller and each of Seller’s Subsidiaries on behalf of itself and its Subsidiaries agrees not to xxx and fully releases and discharges the Company and its successors (collectively, the “Releasees”), with respect to and from any and all Damages (including employment contracts) or Proceedings, of whatever kind or nature in Law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which Holdings, Seller or any of Seller’s Subsidiaries now owns its Affiliates in connection with this Agreement, the Debt Financing, the Debt Commitment Letter and the transactions contemplated hereby and thereby to be dismissed or holds otherwise terminated. In furtherance and not in limitation of the foregoing waivers and agreements, it is acknowledged and agreed that no Debt Financing Source shall have any liability for any claims or has at any time owned or held against Releasees; provideddamages to the Seller in connection with this Agreement, that the Debt Financing, the Debt Commitment Letter and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, nothing in this Section 13.2 will be deemed to constitute a release by Holdings, Seller 10.14(a) shall in any way limit or any modify the rights and obligations of Seller’s Subsidiaries of any right to enforce its rights the Purchaser under this Agreement or any other Transaction DocumentDebt Financing Source’s obligations to the Purchaser under the Debt Commitment Letter.

Non-Recourse; Release. This Agreement may only be enforced againstAll claims, and any claim obligations, liabilities, or cause causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, arising out of arise under or related in connection with, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to this Agreement), may be made only be brought against, against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties in the preamble to or third-party beneficiaries of this AgreementAgreement (the “Contracting Parties”). Except to the extent named as a party to or third-party beneficiary of this Agreement, and then only to the extent of the specific obligations of such Parties set forth in this Agreementany Contract between a Contracting Party and a Nonparty Affiliate, no Person who is not a Contracting Party, including any past, present present, or future equityholder, director, manager, officer, employee, incorporator, stockholder, member, partner, equityholder, Affiliate, agent, representative attorney, representative, or Affiliate of assignee of, and any Party will have financial advisor or lender to, any liability (whether in contractContracting Party, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or liabilities of any of the Parties or for any claim based upon, arising out of or related to this Agreement. Without limiting the foregoing, no claim may be brought or maintained by Purchaser or any other Purchaser Indemnitee or any of their respective successors or permitted assigns against any present past, present, or future equityholder, director, manager, officer, employee, incorporator, stockholder, member, partner, equityholder, Affiliate, agent, representative attorney, representative, or Affiliate of any Party which is not otherwise expressly identified as a party to this Agreementassignee of, and no recourse will be brought any financial advisor or granted against any of themlender to, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement or any exhibit or schedule hereto or any certificate delivered hereunder. As a material inducement to Purchaser to enter into this Agreement, effective as of the Closing, Holdings on behalf of itself and Seller and each of Seller’s Subsidiaries on behalf of itself and its Subsidiaries agrees not to xxx and fully releases and discharges the Company and its successors foregoing (collectively, the “ReleaseesNonparty Affiliates”), will have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, obligations, liabilities, or causes of action based upon, arising under or in connection with, or relating to this Agreement or the negotiation, execution, or performance of this Agreement, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such claims, obligations, liabilities, or causes of action against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to and from any and all Damages (including employment contracts) or Proceedings, the performance of whatever kind or nature in Law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which Holdings, Seller this Agreement or any of Seller’s Subsidiaries now owns representation or holds warranty made in, in connection with, or has at any time owned or held against Releasees; providedas an inducement to this Agreement. Notwithstanding anything to the contrary contained in this Agreement, that nothing in this Section 13.2 will be deemed 9.3 shall limit or restrict Purchaser’s rights, remedies recourse or ability to constitute a release by Holdingsbring any action or claim based upon Fraud, Seller or any of Seller’s Subsidiaries of any right to enforce its rights under agreement entered into in connection with this Agreement or any other Transaction Documentthose covenants and agreements contained in ARTICLE VI, ARTICLE VII, or ARTICLE XI that by their terms apply or are to be performed in whole or in part after the Closing.

Non-Recourse; Release. This (a) All claims or causes of action (whether in Contract or in tort, at law or in equity) that may be based upon, arise out of or relate to this Agreement or the other Ancillary Agreements, or the negotiation, execution or performance of this Agreement or the other Ancillary Agreements (including any representation or warranty made in or in connection with this Agreement or the other Ancillary Agreements or as an inducement to enter into this Agreement or the other Ancillary Agreements), may be made only be enforced againstagainst the entities that are expressly identified as parties hereto and thereto, and but in each case not including any claim or cause of action in respect of the Loan Agreement, the Parent Guarantee or the Parent Loan Guarantee. No Person who is not a named party to this Agreement, any Ancillary Agreement or any Related Agreements, including any past, present or future director, officer, employee, incorporator, member, partner, equityholder, Affiliate, agent, attorney or Representative of any named party to this Agreement or the other Ancillary Agreements, but excluding the Principal Seller Owner signing any agreement in his personal capacity (“Non-Party Affiliates”), shall have any Liability (whether in Contract or in tort, at law or in equity, or based uponupon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or Liabilities arising under, arising out of in connection with or related to this Agreement or the Ancillary Agreements or Related Agreement (as the case may only be brought againstbe) or for any claim based on, in respect of, or by reason of this Agreement, the Persons that Ancillary Agreements or the Related Agreements(as the case may be) or the negotiation or execution hereof or thereof; and each party waives and releases all such Liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly named intended as parties to or third-third party beneficiaries of this AgreementSection 14.19(a). Except Notwithstanding anything to the extent named as contrary in the foregoing, nothing in this Section 14.19(a) shall relieve a Non-Party Affiliate from liability in the event that such Non-Party Affiliate is finally determined by a court of competent jurisdiction to have willfully and knowingly committed a fraud with specific intent to deceive or mislead a party to or third-party beneficiary of this Agreement, and then only to the extent of the specific obligations of such Parties set forth in this Agreement, no past, present or future equityholder, director, manager, officer, employee, agent, representative or Affiliate of any Party will have any liability (whether in contract, tort, equity or otherwise) for any of its Affiliates regarding the representations, warranties, covenantsand other agreements, agreements or other obligations or liabilities of any of the Parties or for any claim based upon, arising out of or related to this Agreement. Without limiting the foregoing, no claim may be brought or maintained by Purchaser or any other Purchaser Indemnitee or any of their respective successors or permitted assigns against any present or future equityholder, director, manager, officer, employee, agent, representative or Affiliate of any Party which is not otherwise expressly identified as a party to made in this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Ancillary Agreement or any exhibit or schedule hereto or any certificate delivered hereunder. As a material inducement to Purchaser to enter into this Related Agreement, effective as of the Closing, Holdings on behalf of itself and Seller and each of Seller’s Subsidiaries on behalf of itself and its Subsidiaries agrees not to xxx and fully releases and discharges the Company and its successors (collectively, the “Releasees”), with respect to and from any and all Damages (including employment contracts) or Proceedings, of whatever kind or nature in Law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which Holdings, Seller or any of Seller’s Subsidiaries now owns or holds or has at any time owned or held against Releasees; provided, that nothing in this Section 13.2 will be deemed to constitute a release by Holdings, Seller or any of Seller’s Subsidiaries of any right to enforce its rights under this Agreement or any other Transaction Document.

Non-Recourse; Release. This (a) All claims or causes of action (whether in Contract or in tort, at law or in equity) that may be based upon, arise out of or relate to this Agreement or the other Ancillary Agreements, or the negotiation, execution or performance of this Agreement or the other Ancillary Agreements (including any representation or warranty made in or in connection with this Agreement or the other Ancillary Agreements or as an inducement to enter into this Agreement or the other Ancillary Agreements), may be made only be enforced againstagainst the entities that are expressly identified as parties hereto and thereto, and but in each case not including any claim or cause of action in respect of the Loan Agreement, the Parent Guarantee or the Parent Loan Guarantee. No Person who is not a named party to this Agreement, any Ancillary Agreement or any Related Agreements, including any past, present or future director, officer, employee, incorporator, member, partner, equityholder, Affiliate, agent, attorney or Representative of any named party to this Agreement or the other Ancillary Agreements, but excluding the Principal Seller Owner signing any agreement in his personal capacity (“Non-Party Affiliates”), shall have any Liability (whether in Contract or in tort, at law or in equity, or based uponupon any theory that seeks to impose liability of an entity party 118 against its owners or Affiliates) for any obligations or Liabilities arising under, arising out of in connection with or related to this Agreement or the Ancillary Agreements or Related Agreement (as the case may only be brought againstbe) or for any claim based on, in respect of, or by reason of this Agreement, the Persons that Ancillary Agreements or the Related Agreements(as the case may be) or the negotiation or execution hereof or thereof; and each party waives and releases all such Liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly named intended as parties to or third-third party beneficiaries of this AgreementSection 14.19(a). Except Notwithstanding anything to the extent named as contrary in the foregoing, nothing in this Section 14.19(a) shall relieve a Non-Party Affiliate from liability in the event that such Non-Party Affiliate is finally determined by a court of competent jurisdiction to have willfully and knowingly committed a fraud with specific intent to deceive or mislead a party to or third-party beneficiary of this Agreement, and then only to the extent of the specific obligations of such Parties set forth in this Agreement, no past, present or future equityholder, director, manager, officer, employee, agent, representative or Affiliate of any Party will have any liability (whether in contract, tort, equity or otherwise) for any of its Affiliates regarding the representations, warranties, covenantsand other agreements, agreements or other obligations or liabilities of any of the Parties or for any claim based upon, arising out of or related to this Agreement. Without limiting the foregoing, no claim may be brought or maintained by Purchaser or any other Purchaser Indemnitee or any of their respective successors or permitted assigns against any present or future equityholder, director, manager, officer, employee, agent, representative or Affiliate of any Party which is not otherwise expressly identified as a party to made in this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Ancillary Agreement or any exhibit or schedule hereto or any certificate delivered hereunder. As a material inducement to Purchaser to enter into this Related Agreement, effective as of the Closing, Holdings on behalf of itself and Seller and each of Seller’s Subsidiaries on behalf of itself and its Subsidiaries agrees not to xxx and fully releases and discharges the Company and its successors (collectively, the “Releasees”), with respect to and from any and all Damages (including employment contracts) or Proceedings, of whatever kind or nature in Law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which Holdings, Seller or any of Seller’s Subsidiaries now owns or holds or has at any time owned or held against Releasees; provided, that nothing in this Section 13.2 will be deemed to constitute a release by Holdings, Seller or any of Seller’s Subsidiaries of any right to enforce its rights under this Agreement or any other Transaction Document.

Non-Recourse; Release. This Agreement may only be enforced against, and any claim or cause of action Action based upon, arising out of or related to this Agreement may only be brought against, the Persons that are expressly named as parties to or third-party beneficiaries of this Agreement. Except to the extent named as a party to or third-party beneficiary of this Agreement, and then only to the extent of the specific obligations of such Parties parties set forth in this Agreement, (a) no past, present or future equityholder, directormember, partner, manager, director, officer, employee, agentAffiliate, representative agent or Affiliate Advisor of any Party will have any liability Liability (whether in contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or liabilities Liabilities of any of the Parties to this Agreement or for any claim based uponAgreement Dispute (as defined herein), arising out and (b) in no event shall any Party have any shared or vicarious liability, or otherwise be the subject of legal or related to this Agreementequitable claims, for the actions, omissions or fraud (including through equitable claims (such as unjust enrichment) not requiring proof of wrongdoing committed by the subject of such claims) of any other Person. Without in any way limiting the foregoing, no claim may be brought each Party, both for itself and its past, present or maintained by Purchaser future equityholders, members, partners, managers, directors, officers, employees, Affiliates, agents or any other Purchaser Indemnitee or any of Advisors and their respective successors or permitted assigns and assigns, (i) waives and releases all such Liabilities against any such Persons who are not expressly Parties, including any and all causes of Action arising from or otherwise relating to such Person’s receipt of consideration or other benefits from this Agreement and the transactions contemplated hereby and thereby, and (ii) acknowledges and agrees that no past, present or future equityholderequityholders, directormembers, managerpartners, officermanagers, employeedirectors, agentofficers, representative employees, Affiliates, agents or Affiliate Advisors of any an expressly named Party which is not otherwise expressly identified as a party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement or their respective successors and assigns shall have any exhibit shared or schedule hereto vicarious liability or any certificate delivered hereunder. As a material inducement to Purchaser to enter into this Agreementotherwise be the subject of legal or equitable claims (such as unjust enrichment) not requiring proof of wrongdoing committed by the subject of such claims for the actions, effective as of the Closingomissions, Holdings on behalf of itself and Seller and each of Seller’s Subsidiaries on behalf of itself and its Subsidiaries agrees not to xxx and fully releases and discharges the Company and its successors (collectively, the “Releasees”), with respect to and from any and all Damages (including employment contracts) or Proceedings, of whatever kind or nature in Law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which Holdings, Seller or any of Seller’s Subsidiaries now owns or holds or has at any time owned or held against Releasees; provided, that nothing in this Section 13.2 will be deemed to constitute a release by Holdings, Seller or any of Seller’s Subsidiaries fraud of any right to enforce its rights under this Agreement or any other Transaction DocumentPerson.