Common use of Non-Recourse to Non-Parties Clause in Contracts

Non-Recourse to Non-Parties. Without limiting any of the express terms or conditions of this Agreement, each party agrees, on behalf of itself and its Affiliates and Representatives, that all proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement or any other agreement referenced herein or the transactions contemplated hereunder, (B) the negotiation, execution or performance of this Agreement or any other agreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (C) any breach or violation of this Agreement or any other agreement referenced herein and (D) any failure of the transactions contemplated hereunder or the transactions contemplated under any other agreement referenced herein (including any agreement in respect of financing obtained in connection with the transactions contemplated by the Merger Agreement) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified herein as a party to this Agreement (or a party to any such other agreement referenced herein or contemplated hereunder) and, in accordance with, and subject to the terms and conditions of this Agreement (or the terms of any such other agreement referenced herein or contemplated hereunder). No person that is not expressly identified herein as a party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any person expressly identified herein as a party to this Agreement that is not itself expressly identified herein as a party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to the matters described in clauses (A) through (D) of this Section 6.11.

Non-Recourse to Non-Parties. Without limiting any of the express terms or conditions of this Agreement, each party agrees, on behalf of itself and its Affiliates and Representatives, that all proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement or any other agreement referenced herein or the Transactions (including any financing obtained in connection with the transactions contemplated hereunderby this Agreement), (B) the negotiation, execution or performance of this Agreement or any other agreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (C) any breach or violation of this Agreement or any other agreement referenced herein and (D) any failure of the transactions contemplated hereunder Transactions or the transactions contemplated under any other agreement referenced herein (including any agreement in respect of financing obtained in connection with the transactions contemplated by the Merger AgreementTransactions) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified herein as a party to this Agreement (or a party to any such other agreement referenced herein or contemplated hereunder) and, in accordance with, and subject to the terms and conditions of this Agreement (or the terms of any such other agreement referenced herein or contemplated hereunder). No person that is not expressly identified herein as a party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any person expressly identified herein as a party to this Agreement that is not itself expressly identified herein as a party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to the matters described in clauses (A) through (D) of this Section 6.11.

Non-Recourse to Non-Parties. (a) Without limiting any of the express terms or conditions of this AgreementAgreement or any of the Financing Agreements, each party Party agrees, on behalf of itself and its Affiliates and Representatives, that all proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement or any other agreement referenced herein or the transactions contemplated hereunderhereunder (including any financing obtained in connection with the transactions contemplated by this Agreement), (B) the negotiation, execution or performance of this Agreement or any other agreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (C) any breach or violation of this Agreement or any other agreement referenced herein and (D) any failure of the transactions contemplated hereunder or the transactions contemplated under any other agreement referenced herein (including any agreement in respect of financing obtained in connection with the transactions contemplated by the Merger this Agreement) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified herein as a party Party to this Agreement (or a party to any such other agreement referenced herein or contemplated hereunder) and, in accordance with, and subject to the terms and conditions of this Agreement (or the terms of any such other agreement referenced herein or contemplated hereunder). No person that is not expressly identified herein . (b) Notwithstanding anything to the contrary contained herein, but subject (as a party it relates to any Equity Financing Source) to the express terms of the Equity Commitment Letter, the Company (on behalf of itself and the Company Related Parties) (i) hereby waives any claims or rights against any Financing Source relating to or arising out of this Agreement, including the Available Financing, the Financing Letters and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (ii) hereby agrees not to bring or support any directorsuit, officeraction or proceeding against any Financing Source in connection with this Agreement, employeethe Available Financing, incorporatorthe Financing Letters and the transactions contemplated hereby and thereby, memberwhether at law or in equity and whether in tort, partnercontract or otherwise, stockholderand (iii) hereby agrees to cause any suit, Affiliateaction or proceeding asserted against any Financing Source by or on behalf of the Company Related Parties in connection with this Agreement, agentthe Available Financing, attorney the Financing Letters and the transactions contemplated hereby and thereby to be dismissed or Representative otherwise terminated. In furtherance and not in limitation of any person expressly identified herein as a party to this Agreement the foregoing waivers and agreements, it is acknowledged and agreed that is not itself expressly identified herein as a party to this Agreement (“Non-Party Affiliates”), no Financing Source shall have any liability (whether in Contract for any claims or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate damages to the matters described Company in clauses connection with this Agreement, the Available Financing, the Financing Letters and the transactions contemplated hereby and thereby. (Ac) through (D) of Notwithstanding anything to the contrary contained herein, no Financing Source shall be responsible for any indirect, incidental, special, punitive, exemplary or consequential damages in connection with this Section 6.11Agreement, the Available Financing, the Financing Letters and the transactions contemplated hereby and thereby.