Common use of Non-Recourse Clause in Contracts

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract 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, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d).

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything to the contrary that may be based upon, in respect of, arise under, out expressed or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the other Transaction Documents fact that Holder or otherwise to any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the contrarybenefits of this Agreement, each party covenants, agrees and acknowledges, on behalf of itself acknowledges that no person other than Holder and its Affiliates successors and its permitted assignees shall have any obligation hereunder and their respective representativesthat it has no rights of recovery against, that and no recourse hereunder or under this Agreement Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any other Transaction Document documents or instruments delivered in connection herewith or therewith shall be had against (i) against, any pastformer, present current or future direct or indirect equity holderdirector, controlling personofficer, agent, Affiliate, membermanager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, stockholderequityholder, incorporator, representative manager or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee member of any of the foregoing (unless such Person is also each, other than Hxxxxx and its successors and permitted assignees, a party“Holder Affiliate”), and none whether by or through attempted piercing of the foregoing shall have corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any liability hereunder assessment or thereunder (in each caseby any legal or equitable proceeding, whether in tortor by virtue of any statute, contract regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), it being (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agreed agree and acknowledged acknowledge that no personal liability or losses whatsoever shall attach to, be imposed on on, or otherwise be incurred by any of the aforementionedHolder Affiliate, as such, arising out for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of, such obligations or their creation.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsand notwithstanding the fact that certain of the parties hereto may be partnerships, losses limited liability companies, corporations or other entities, each Holder covenants, agrees and acknowledges that no recourse or any claims or causes of action (whether in tortcontract, contract tort or otherwise) under or that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to (a) this Agreement and/or or any other Transaction Document, (b) documents or instruments delivered by any Person pursuant hereto or the negotiation, execution or performance of this Agreement and/or hereof or thereof (including any other Transaction Document, (c) any breach representation or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby warranty made in or in the other Transaction Documents connection with, or as an inducement to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in enter into this Agreement or the other Transaction Documents or otherwise to the contrarysuch documents and instruments), each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any pastof the Company’s, present TopCo Parent’s, the Apollo Funds’, AP VIII Prime Security’s, the Xxxx Equityholder’s or any Holder’s or any of the foregoing’s respective Affiliates’ former, current or future direct or indirect equity holderholders, controlling personPersons, Affiliatestockholders, memberdirectors, managerofficers, employees, agents, Affiliates, members, financing sources, managers, general or limited partnerpartners or assignees, stockholderconsultants, incorporatorattorneys, advisors, portfolio companies in which any such party or any of their investment fund Affiliates have made a debt or equity investment (and vice versa) or any other representative of the Apollo Funds (including any Person negotiating or assignee executing this Agreement on behalf of a party hereto) (each, a “Related Party” and collectively, the “Related Parties”), in each case other than (subject, for the avoidance of doubt, to the provisions of this Agreement, the Certificate of Incorporation and the Bylaws) the Company, TopCo Parent, the Holders or any of their respective assignees under this Agreement, whether by the enforcement of any party hereto assessment or thereto (unless such Person is also a party) by any legal or (ii) any pastequitable proceeding, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by virtue of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)applicable law, 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 aforementionedRelated Parties, as such, arising out offor any obligation or liability of the Company, TopCo Parent, the Apollo Funds, AP VIII Prime Security, the Xxxx Equityholder or any Holder under this Agreement or any documents or instruments delivered by any Person pursuant hereto for any claim based on, in connection with respect of or related by reason of such obligations or liabilities or their creation; provided, however, that nothing in this Section 15.20 shall relieve or otherwise limit the liability of the Company or any manner to the items in the immediately preceding clauses (a) through (d)Holder, as such, for any breach or violation of its obligations under such agreements, documents or instruments.

Non-Recourse. All actionsNotwithstanding anything herein to the contrary, obligationsthis Agreement may only be enforced against, losses or causes of action and any Proceeding (whether in Contract or in tort, contract 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 arising out of, arise under, out or related to or by reason of, be connected with, or relate in any manner to of (ai) this Agreement and/or or any other Transaction DocumentDocument or the Transactions, (bii) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (ciii) any breach or violation of this Agreement and/or Agreement, any other Transaction Document and or any other agreement referenced herein or therein or (div) any failure of the transactions contemplated hereby hereunder or in the under any Transaction Document or any other Transaction Documents agreement referenced herein or therein to be consummated, in each case, consummated may only be made against (and are those solely of) brought against, the Persons that are expressly named as parties hereto or thereto thereto, as applicable (together with any assignee of a party hereto pursuant to Section 9.3 (Assignment)) and then only with respect to the extent specific obligations set forth herein and thereinwith respect to such party. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates the Company Related Parties and its and their respective representativesParent Related Parties, as applicable, that no recourse under this Agreement or Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against any other person, including any Parent Related Party or Company Related Party, and no other person, including any Parent Related Party or Company Related Party, shall have any liabilities or obligations (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) for any claims, causes of action, obligations or Liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto through (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwiseiv), it being expressly agreed and acknowledged that no personal liability Liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (ai) through (div), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (subject in all respects to the limitations set forth in this Agreement) (x) against any person that is party to and solely pursuant to the terms and conditions of, the Confidentiality Agreement, or (y) against Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary herein or otherwise, no Parent Related Party or Company Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing.

Non-Recourse. All actions(a) This Agreement may only be enforced against, obligations, losses and any claim or causes cause of action (whether in tort, contract or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made brought against (and are those solely of) the Persons entities that are expressly named as parties hereto or thereto and then only with respect to the specific obligations set forth herein with respect to such party. (b) The Sellers each agree that, except to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained a named party in this Agreement or the other Transaction Documents or otherwise to the contraryAgreement, each party covenants, agrees and acknowledges, on behalf (a) neither it nor any of itself and its Affiliates and its and their respective representativeswill bring or support any action, that no recourse under this Agreement cause of action, claim, cross-claim or third-party claim of any other Transaction Document shall be had kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against (i) any past, present or future direct or indirect equity holderdirector, controlling personofficer, Affiliateemployee, incorporator, member, manager, general or limited partner, stockholder, incorporatorAffiliate, agent, attorney or representative of the Buyer or assignee any of its Affiliates (each, a “Buyer Related Party”), in any way relating to this Agreement or the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing Commitment, the Debt Financing, the Debt Financing Agreements or the performance thereof, and (b) no Buyer Related Party shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to the Sellers or the Target Entities or any of its and their respective Affiliates or their respective directors, officers, employees, agents, partners, managers or equity holders for any obligations or liabilities of any party hereto under this Agreement or thereto for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to have been made in connection herewith. (unless such Person is also c) The Buyer agrees that, except to the extent a partynamed party in this Agreement and except in the event of Fraud, (a) neither it nor any of its Affiliates will bring or (ii) support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any past, present or future direct or indirect equity holderdirector, controlling personofficer, Affiliateemployee, incorporator, member, manager, general or limited partner, stockholder, incorporatorAffiliate, agent, attorney or representative of the Sellers or assignee of any of the foregoing their Affiliates (unless such Person is also each, a party“Seller Related Party”), in any way relating to this Agreement or the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing Commitment, the Debt Financing, the Debt Financing Agreements or the performance thereof, and none of the foregoing (b) no Seller Related Party shall have any liability hereunder (whether in contract or thereunder (in each case, whether in tort, contract in law or otherwise)in equity, it being expressly agreed and acknowledged or based upon any theory that no personal seeks to impose liability of an entity party against its owners or losses whatsoever shall attach to, be imposed on Affiliates) to the Buyer or otherwise be incurred by any of the aforementionedits Affiliates or their respective directors, as suchofficers, arising out employees, agents, partners, managers or equity holders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to have been made in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)herewith.

Non-Recourse. All Each party agrees, on behalf of itself and its Affiliates, that all actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract at 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 in any manner to (a) this Agreement and/or and the Voting Agreement (together, the “Transaction Documents”) or any other Transaction Document, agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement); (c) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein; and (d) any failure of the transactions Merger or any other transaction contemplated hereby by any Transaction Document or in any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto to this Agreement or thereto the applicable other Transaction Document and, in accordance with, and subject to the extent set forth herein terms and therein. In furtherance and not in limitation conditions of this Agreement or the foregoingapplicable other Transaction Document, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract at 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) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), 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, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d). Notwithstanding anything to the contrary herein or otherwise, no Lender Related Party shall have any liability or obligation in connection with or related in any manner to the aforementioned to any Person that is not a party to the Financing or the Commitment Letter. Notwithstanding anything to the contrary herein or otherwise, none of the Company, its Affiliates or its or their respective Representatives shall be responsible or liable for (i) any multiple, consequential, indirect, special, statutory or exemplary damages, in each case to the extent not recoverable under applicable common Law or (ii) punitive damages, in each case which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything that may be based uponexpressed or implied in this Agreement, in respect ofby its acceptance of this Agreement, arise undereach party hereto covenants, out or by reason of, be connected with, or relate in acknowledges and agrees that no Person other than the parties hereto shall have any manner to obligation hereunder and that (a) this Agreement and/or notwithstanding that any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto may be a partnership or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoinglimited liability company, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse hereunder or under this Agreement any documents or any other Transaction Document instruments delivered in connection herewith shall be had against (i) any pastformer, present current or future future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity holderinterests or securities of any of the parties hereto (whether such holder is a limited or general partner, controlling person, Affiliatemanager, member, managerstockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling personsecurityholder, Affiliate, member, manager, general controlling Person or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)foregoing, and none or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing shall have other than the parties hereto or their respective successors or assignees under the this Agreement (any liability hereunder such Person or thereunder entity, other than the parties hereto or their respective successors or assignees under this Agreement, a “Related Party”) or any Related Party of the Related Parties of the parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable Proceeding, or by virtue of any applicable Law; and (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that b) no personal liability or losses whatsoever shall will attach to, be imposed on or otherwise be incurred by any Related Party of the aforementionedany party hereto or any Related Party of such party’s Related Parties under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, as such, arising out in respect of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of such obligations hereunder or by their creation. [Signature pages follow.]

Non-Recourse. All actionsEach party agrees, on behalf of itself and its Affiliates (and, in the case of the Company, the Company Related Parties, and, in the case of Parent, the Parent Related Parties), that all Actions, claims, obligations, losses liabilities, or causes of action (whether in contract or in tort, contract 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 in any manner to to: (aA) this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (bB) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to this Agreement, any other Transaction Document or such other agreement), (cC) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein, and (dD) any failure of the transactions contemplated hereby hereunder or in under any Transaction Document or any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to this Agreement in accordance with, and subject to the extent terms and conditions of, this Agreement (but subject to the exceptions set forth herein and thereinin the next sentence). In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees agrees, and acknowledges, on behalf of itself and its respective Affiliates and its and their respective representatives(and, in the case of the Company, the Company Related Parties, and, in the case of Parent, the Parent Related Parties), that no recourse under this Agreement Agreement, any other Transaction Document, or any other Transaction Document agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against (i) any pastother Person, present or future direct or indirect equity holderincluding any Company Related Party, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)Parent Related Party, and none of the foregoing any Debt Financing Sources Related Party, and no other Person, including any Company Related Party, any Parent Related Party, and any Debt Financing Sources Related Party, shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether contract or in tort, contract 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) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on on, or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with with, or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that (1) the Company, Parent, or Merger Sub, as applicable, may assert (subject with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.02 and this Section 9.13): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (ii) against each Guarantor under, if, as, and when required pursuant to the terms and conditions of, the Guarantee; (iii) against the equity providers for specific performance of their obligation to fund their committed portions of the Equity Financing, solely in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter; or (iv) against the Company, Parent, and Merger Sub, solely in accordance with, and pursuant to the terms and conditions of, this Agreement and (2) Parent and its Affiliates may assert, including by bringing an Action, against the Debt Financing Sources pursuant to the terms and conditions of the Commitment Letters. Notwithstanding anything to the contrary herein or otherwise, no Company Related Party, Parent Related Party, or Debt Financing Sources Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary, or punitive damages that may be alleged as a result of this Agreement, the other Transaction Documents, or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing. [The remainder of this page is intentionally left blank.]

Non-Recourse. All actionsExcept as expressly set forth in this Agreement or any documents contemplated hereby, all claims, obligations, losses Liabilities or causes of action Actions (whether in contract or in tort, contract in Law or otherwisein 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 (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution or performance of this Agreement and/or (including any other Transaction Documentrepresentation or warranty made in, (cin connection with, or as an inducement to, this Agreement) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each casehereby, may be made, only be made against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties hereto or thereto Parties in the preamble to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or (the other Transaction Documents or otherwise to the contrary“Contracting Parties”). No Person who is not a Contracting Party, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) including any past, present or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, equityholder, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any party hereto financial advisor or thereto (unless such Person is also a party) lender to, any Contracting Party, or (ii) any past, present or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, equityholder, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (unless such Person is also a partycollectively, the “Nonparty Affiliates”), and none of the foregoing shall will have any liability hereunder Liability (whether in contract or thereunder (in each case, whether in tort, contract in Law or otherwise)in equity, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute) for any claims, be imposed on Actions, obligations, or otherwise be incurred by any of the aforementionedLiabilities arising under, as such, arising out of, in connection with with, or related in any manner to this Agreement or the items 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, Actions and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the immediately preceding clauses (a) through (d)Confidentiality Agreement, each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything that may be based uponexpressed or implied in this Agreement, in respect ofby its acceptance of this Agreement, arise undereach party hereto covenants, out or by reason of, be connected with, or relate in acknowledges and agrees that no Person other than the parties hereto shall have any manner to obligation hereunder and that (a) this Agreement and/or notwithstanding that any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto may be a partnership or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoinglimited liability company, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse hereunder or under this Agreement any documents or any other Transaction Document instruments delivered in connection herewith shall be had against (i) any pastformer, present current or future future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity holderinterests or securities of any of the parties hereto (whether such holder is a limited or general partner, controlling person, Affiliatemanager, member, managerstockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling personsecurityholder, Affiliate, member, manager, general controlling Person or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)foregoing, and none or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing shall have other than the parties hereto or their respective successors or assignees under the this Agreement (any liability hereunder such Person or thereunder entity, other than the parties hereto or their respective successors or assignees under this Agreement, a “Related Party”) or any Related Party of the Related Parties of the parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable Proceeding, or by virtue of any applicable Law; and (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that b) no personal liability or losses whatsoever shall will attach to, be imposed on or otherwise be incurred by any Related Party of the aforementionedany party hereto or any Related Party of such party’s Related Parties under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, as such, arising out in respect of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of such obligations hereunder or by their creation.

Non-Recourse. All actionsExcept to the extent otherwise set forth in the Ancillary Agreements, all claims, obligations, losses liabilities, or causes of action (whether in contract or in tort, contract in law or otherwisein 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 (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, or performance of this Agreement and/or (including any other Transaction Document, (c) any breach representation or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummatedwarranty made in, in each caseconnection with, or as an inducement to, this Agreement), may only be made only against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties hereto or thereto in the preamble to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or (the other Transaction Documents or otherwise to the contrary“Contracting Parties”). No Person who is not a Contracting Party, each party covenantsincluding any current, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present former or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, shareholder, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any party hereto financial advisor to any Contracting Party, or thereto (unless such Person is also a party) or (ii) any pastcurrent, present former or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, shareholder, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (unless such Person is also a partycollectively, the “Nonparty Affiliates”), and none of the foregoing shall have any liability hereunder (whether in contract or thereunder (in each case, whether in tort, contract in law or otherwise)in equity, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute) for any claims, be imposed on causes of action, obligations, or otherwise be incurred by any of the aforementionedliabilities arising under, as such, arising out of, in connection with with, or related in any manner to the items 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 immediately preceding clauses Ancillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) through each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (d)b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. All actions(a) Notwithstanding anything to the contrary in this Agreement, obligationsany Purchaser’s liability for any liability, loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or causes of action (damages, whether at law, in tortequity, contract in contract, in tort or otherwise) that arising under or in connection with any breach of this Agreement or any other Transaction Agreement (whether willfully, intentionally, unintentionally or otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to the Purchase Price opposite such Purchaser’s name on Schedule 1 attached hereto and such Purchaser shall have no further liability or obligation relating to or arising out of this Agreement, any other Transaction Agreement or the Transactions in excess of such amount. Notwithstanding anything herein to the contrary, the foregoing shall not limit the Company’s rights under Section 7.10. (b) This Agreement may only be enforced against, and any action, claim or cause of action based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made brought against (and are those solely of) the Persons entities that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativessuccessors and assigns (including any Person that executes and delivers a Joinder). Except as set forth in the immediately preceding sentence, that no recourse under this Agreement past, present or future director, officer, employee, incorporator, member, partners (general or limited), stockholder, controlling person, Affiliate, agent, attorney, advisor or representative of any other Transaction Document shall be had against (i) party hereto, or any past, present or future direct director, officer, employee, incorporator, member, partners (general or indirect equity holderlimited), stockholder, controlling person, Affiliate, memberagent, managerattorney, general advisor or limited partnerrepresentative of the foregoing (collectively, stockholder, incorporator, representative the “Specified Persons”) shall have any liability for any obligations or assignee liabilities of any party hereto under this Agreement or thereto (unless such Person is also a party) or (ii) for any pastclaim based on, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract 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, arising out respect of, in connection with or related in any manner to by reason of, the items in the immediately preceding clauses (a) through (d)transactions contemplated hereby.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) This Agreement may be enforced only by Buyer against, and any claim, action, suit, or other legal proceeding by Buyer may be brought only against, Seller, and then only as, and subject to the terms and limitations, expressly set forth in this Agreement and/or Agreement. Neither Buyer nor any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or Person shall have any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made recourse against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present present, or future direct or indirect equity holderdirector, controlling personofficer, Affiliateemployee, incorporator, manager, member, manager, general or limited partner, stockholder, incorporatorAffiliate, agent, attorney, advisor, or other representative of Seller or assignee of any party hereto or thereto Affiliate of Seller (unless such Person is also a partyincluding the Company and the Company Subsidiaries prior to the Closing) or any of their successors or permitted assigns (iieach, a “Seller Non-Recourse Person”), and no such Seller Non-Recourse Person shall have any liability for any obligations or liabilities of Seller under this Agreement or for any claim, action, or proceeding based on, in respect of or by reason of the transactions contemplated hereby. (b) This Agreement may be enforced only by Seller against, and any claim, action, suit, or other legal proceeding by Seller may be brought only against, Buyer, and then only as, and subject to the terms and limitations, expressly set forth in this Agreement. Neither Seller nor any other Person shall have any recourse against any past, present present, or future direct or indirect equity holderdirector, controlling personofficer, Affiliateemployee, incorporator, manager, member, manager, general or limited partner, stockholder, incorporatorAffiliate, agent, attorney, advisor, or other representative of Buyer or assignee of any Affiliate of Buyer (including the foregoing Company and the Company Subsidiaries following the Closing) or any of their successors or permitted assigns (unless such Person is also each, a party“Buyer Non-Recourse Person”), and none of the foregoing no such Buyer Non-Recourse Person shall have any liability hereunder for any obligations or thereunder (liabilities of Buyer under this Agreement or for any claim, action, or proceeding based on, in each case, whether in tort, contract respect of 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 reason of the aforementionedtransactions contemplated hereby. For the avoidance of doubt, as such, arising out of, in connection with or related in this Section 10.16(b) shall not be construed to limit any manner recourse of Seller against any Buyer Non-Recourse Person under and pursuant to the items in terms of the immediately preceding clauses (a) through (d)Equity Commitment Letter.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwisea) Anything that may be based upon, in respect of, arise under, out expressed or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained implied in this Agreement or the other Transaction Documents or otherwise to the contrarynotwithstanding, each party of the parties hereto covenants, acknowledges and agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under person other than the parties to this Agreement shall have any liability or obligation hereunder and that, (i) the fact that any other Transaction Document Affiliate of any of the parties to this Agreement may be a partnership or limited liability company notwithstanding, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against (i) any pastformer, present current or future direct or indirect equity holderdirector, controlling personofficer, employee, agent, partner, manager, member, securityholder, Affiliate, member, manager, general or limited partner, stockholder, incorporatorcontrolling Person, assignee or representative of the parties hereto under this Agreement or assignee under the Merger Agreement (any such person or entity, other than the parties to this Agreement, or their assignees under this Agreement or the Merger Agreement, a “Related Party”) or any Related Party of any party hereto of such parties’ Related Parties (including, without limitation, in respect of any liabilities or thereto (unless such Person is also obligations arising under, or in connection with, any claim, including, without limitation, any claim of breach of a party’s obligations under the Merger Agreement and the transactions contemplated thereby or under this Agreement and the transactions contemplated hereby) whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, and (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall will attach to, be imposed on or otherwise be incurred by any Related Party of any of the aforementionedparties to this Agreement or any Related Party of any of such parties’ Related Parties under this Agreement or for any claim based on, as such, arising out in respect of, or by reason of the transactions contemplated hereby or contemplated by the Merger Agreement, or by the creation of such transactions. Nothing in connection with this Agreement, express or related in implied, is intended to or shall confer upon any manner person, other than the parties to the items in the immediately preceding clauses (a) through (d)this Agreement, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Non-Recourse. All actionsEach Party agrees, on behalf of itself and its Affiliates and Representatives, that all proceedings, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract 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 in any manner to to: (aA) this Agreement and/or or any other Transaction Documentagreement referenced herein or the transactions contemplated hereunder (including any financing obtained in connection with the transactions contemplated by this Agreement), (bB) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (cC) any breach or violation of this Agreement and/or or any other Transaction Document agreement referenced herein and (dD) any failure of the transactions contemplated hereby hereunder or any other agreement referenced herein (including any agreement in respect of financing obtained in connection with the other Transaction Documents transactions contemplated by this Agreement) to be consummated, in each case, may only be made only against (and are those solely of) the Persons persons that are expressly named identified herein as parties hereto or thereto to this Agreement and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the any other Transaction Documents agreement referenced herein or otherwise to the contrary, each party Party covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and its and their respective representativesRepresentatives, that no recourse under this Agreement or any other Transaction Document agreement referenced herein or in connection with any transactions contemplated hereby (including any financing obtained in connection with the transactions contemplated by this Agreement) shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), other person and none of the foregoing no other person shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract 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) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), 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, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that any Party may assert against another Party solely in accordance with, and pursuant to the terms and conditions of, this Agreement.

Non-Recourse. All actionsclaims, obligations, losses liabilities or causes of action (whether in contract or in tort, contract in law or otherwisein 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 (a) this Agreement and/or any other Transaction DocumentAgreement, (b) the negotiation, execution or performance of this Agreement and/or (including any other Transaction Document, (c) any breach representation or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummatedwarranty made in, in each caseconnection with, or as an inducement to, this Agreement) or the Contemplated Transactions may only be made only against (and are those solely of) the Persons entities that are expressly named identified as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement in the Preamble to this Agreement. No other Person, including any Financing Source, any of their representatives or the other Transaction Documents affiliates, director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney or otherwise representative of, or any financial advisor or lender to, any party to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any pastdirector, present or future direct or indirect equity holderofficer, controlling personemployee, Affiliateincorporator, member, partner, manager, general or limited partner, stockholder, incorporatoraffiliate, agent, attorney or representative of, or assignee of any party hereto financial advisor or thereto (unless such Person is also a party) or (ii) lender to any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder liabilities (whether in contract or thereunder (in each case, whether in tort, contract in law or otherwise)in equity, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute) for any claims, be imposed on causes of action, obligations or otherwise be incurred by any of the aforementionedliabilities arising under, as such, arising out 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. Notwithstanding anything herein or in any related agreement to the items contrary, none of the Seller, the Seller Parent, the Seller’s and the Seller Parent’s representatives and any of their respective representatives or Affiliates (each, a “Seller Group Member”) shall have any rights or claims against (i) any Financing Source or (ii) any of the respective former, current or future affiliates or representatives of the Financing Sources in connection with the immediately preceding clauses (a) through (d)Debt Financing, and no Financing Source shall have any rights or claims against any Seller Group Member, in connection with this Agreement or the Debt Financing, whether at law or equity, in contract, in tort or otherwise; provided that, following the Closing Date, the foregoing shall not limit the rights of the Financing Sources under any Debt Financing Commitments.

Non-Recourse. All actionsThis Agreement may only be enforced against, obligations, losses or causes of action (whether in tort, contract or otherwise) and any Legal Proceeding that may be based upon, in respect of, arise under, out of or by reason of, be connected with, with or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, performance or performance breach, of this Agreement and/or Agreement, including, any other Transaction Documentrepresentation or warranty made or alleged to have been made in, (c) any breach in connection with or violation of as an inducement to, this Agreement and/or any (each of such above-described legal, equitable or other Transaction Document and (dtheories or sources of liability, a “Recourse Theory”) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly named identified as parties hereto or thereto in the preamble to the extent set forth herein and therein. In furtherance and not in limitation signature pages of the foregoing, and notwithstanding anything contained in this Agreement or and solely in their capacities as such, against Guarantor as provided in the other Transaction Documents or otherwise to Guarantee and against Sponsor as provided in the contraryEquity Commitment Letter. No Person who is not a party hereto (including, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (ia) any pastformer, present current or future direct or indirect equity holder, controlling personPerson, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, memberassignee, managerattorney or representative of, general and any financial advisor or limited partnerlender to (all above-described Persons in this sub-clause (a), stockholdercollectively, incorporator“Affiliated Persons”) a party hereto or any Affiliate of such party, representative and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto, the Guarantor and the Sponsor (the Persons in sub-clauses (a) and (b), together with their respective successors, assigns, heirs, executors or assignee administrators, collectively, but specifically excluding the parties hereto, and the Guarantor, the Sponsor and any Acquiring Person (as defined in the Guarantee), “Non-Parties”)) will have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory under this Agreement. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event will any party hereto, any of its Affiliates or thereto (unless such any Person is also a party) claiming by, through or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee on behalf of any of them institute any Legal Proceeding under any Recourse Theory against any Non-Party. Notwithstanding anything to the foregoing (unless such Person is also a party)contrary in this Section 9.12, and none nothing herein shall be deemed to limit any liabilities or other obligations of the foregoing shall have Guarantor or any liability hereunder or thereunder (in each caseAcquiring Person under the Guarantee, whether in tort, contract 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, Sponsor as such, arising out of, in connection with or related in any manner to the items provided in the immediately preceding clauses Equity Commitment Letter or any Seller (aas such term is defined in the Founders Agreement) through (d)under the Founders Agreement.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its Affiliates, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract 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 of or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or Agreement, any other Transaction Documentagreement referenced herein or the transactions contemplated hereby or thereby, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement 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 and/or or any other Transaction Document agreement referenced herein, and (d) any failure of the transactions contemplated hereby or in the under any other Transaction Documents agreement referenced herein to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement or, in the case of the other agreements referenced herein, the persons that are expressly named as parties hereto or thereto thereof, and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such other agreement referenced herein, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby shall be sought or had against any other Person, and no other Person shall have any liabilities or obligations (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 Transaction Document shall be had against theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in clauses (ia) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto through (unless such Person is also a partyd) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)immediately preceding sentence, 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, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)) of the immediately preceding sentence. Notwithstanding anything to the contrary herein or otherwise, except as contemplated in the proviso of the first sentence of this Section 11.14, with respect to each party hereto, no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, lender or Representative or Affiliate of such named party (the “Related Parties”) shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby, or the valid termination or abandonment of any of the foregoing.

Non-Recourse. All actionsclaims, obligations, losses liabilities, or causes of action (whether in contract or in tort, contract in law or in equity, or granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, or performance of this Agreement and/or (including any other Transaction Document, (c) any breach representation or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummatedwarranty made in, in each caseconnection with, or as an inducement to, this Agreement), may only be made only against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties hereto or thereto in the preamble to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or (the other Transaction Documents or otherwise to the contrary“Contracting Parties”). No Person who is not a Contracting Party, each party covenantsincluding any current, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present former or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, equityholder, Affiliate, agent, attorney, other representative or assignee of, and any advisor (including any financial advisor) or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, general or limited partnerequityholder, stockholderAffiliate, incorporatoragent, attorney, other representative or assignee of of, and any party hereto or thereto advisor (unless such Person is also a partyincluding any financial advisor) or (ii) any pastlender to, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a partycollectively, the “Nonparty Affiliates”), and none of the foregoing shall have any liability hereunder (whether in contract or thereunder (in each case, whether in tort, contract in law or in equity, or granted by statute or otherwise)) for any claims, it being expressly agreed and acknowledged that no personal liability causes of action, obligations, or losses whatsoever shall attach toliabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with 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, and, to the items in maximum extent permitted by Applicable Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the immediately preceding clauses foregoing, to the maximum extent permitted by Applicable Law, (a) through each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (d)b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement or any document, obligationsagreement, losses or causes instrument delivered contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of action the benefits of this Agreement and the other Transaction Documents, covenants, agrees and acknowledges that no Persons other than the parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out by or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself such party against such Persons and its Affiliates and its and their respective representativesentities, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by the enforcement of any party hereto assessment or thereto (unless such Person is also a party) by any legal or (ii) any pastequitable proceeding, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by virtue of any of the foregoing (unless such Person is also a party)statute, and none of the foregoing shall have any liability hereunder regulation or thereunder (in each caseother applicable law, whether in tort, contract or otherwise), ; it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on on, or otherwise be incurred by any of the aforementionedsuch Persons, as such, arising out for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding anything in connection with or related in any manner the Transaction Documents to the items in contrary, the immediately preceding clauses (a) through (d)liability of the Investors shall be several, not joint.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything that may be based uponexpressed or implied in this Agreement, in respect ofby its acceptance of this Agreement, arise undereach party hereto covenants, out or by reason of, be connected with, or relate in acknowledges and agrees that no Person other than the parties hereto shall have any manner to obligation hereunder and that (a) this Agreement and/or notwithstanding that any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto may be a partnership or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoinglimited liability company, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse hereunder or under this Agreement any documents or any other Transaction Document instruments delivered in connection herewith shall be had against (i) any pastformer, present current or future future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity holderinterests or securities of any of the parties hereto (whether such holder is a limited or general partner, controlling person, Affiliatemanager, member, managerstockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling personsecurityholder, Affiliate, member, manager, general controlling Person or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)foregoing, and none or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing shall have other than the parties hereto or their respective successors or assignees under this Agreement (any liability hereunder such Person or thereunder entity, other than the parties hereto or their respective successors or assignees under this Agreement, a “Related Party”) or any Related Party of the Related Parties of the parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable Proceeding, or by virtue of any applicable Law; and (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that b) no personal liability or losses whatsoever shall will attach to, be imposed on or otherwise be incurred by any Related Party of the aforementionedany party hereto or any Related Party of such party’s Related Parties under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, as such, arising out in respect of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of such obligations hereunder or by their creation.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its controlled affiliates, that all proceedings, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract 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 in any manner to to: (aA) this Agreement and/or or any other Transaction Documentagreement referenced herein or the transactions contemplated hereunder (including any financing obtained in connection with the transactions contemplated by this Agreement), (bB) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (cC) any breach or violation of this Agreement and/or or any other Transaction Document agreement referenced herein and (dD) any failure of the transactions contemplated hereby hereunder or any other agreement referenced herein (including any agreement in respect of financing obtained in connection with the other Transaction Documents transactions contemplated by this Agreement) to be consummated, in each case, may only be made only against (and are those solely of) the Persons persons that are expressly named identified herein as parties hereto or thereto to this Agreement and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the any other Transaction Documents agreement referenced herein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativescontrolled affiliates, that no recourse under this Agreement or any other Transaction Document agreement referenced herein or in connection with any transactions contemplated hereby (including any financing obtained in connection with the transactions contemplated by this Agreement) shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), other person and none of the foregoing no other person shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract 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) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), 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, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD)., in each case, except for claims that any party hereto may assert against another party hereto solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding the foregoing, Parent shall be entitled to bring claims and causes of action against (i) the Lenders related to or arising from the Commitment Letter and the Financing or (ii) the Key Stockholder related to or arising from the Voting Agreement, and, in each case, Parent does not waive any liabilities, claims, causes of action or obligations with respect thereto. [Signature page follows]

Non-Recourse. All actions, obligations, losses Any claim or causes cause of action (whether in tort, contract or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made brought against (and are those solely of) the Persons that are expressly named as parties hereto or thereto Parties, and then only with respect to the extent specific obligations set forth herein and thereinherein. In furtherance and not in limitation of the foregoingNo former, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present current or future direct or indirect equity holderequityholders, controlling personPersons, Affiliatestockholders, directors, officers, employees, members, managers, agents, trustees, Affiliates, general or limited partners or assignees of the Parties (except permitted assignees under Section 9.2) or of any former, current or future direct or indirect equityholder, controlling Person, stockholder, director, officer, employee, member, manager, general or limited partneragent, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling persontrustee, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative partner or assignee of any of the foregoing (unless such Person is also a partycollectively, but for the avoidance of doubt excluding the Parties) will have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of any Party under this Agreement or for any Proceeding based on, in respect of, or by reason of, the transactions contemplated hereunder (including the breach, termination or failure to consummate any of the transactions contemplated hereunder), in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable Proceeding, by virtue of any statute, regulation or applicable Law or otherwise and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of a Party hereto or another Person or otherwise. Notwithstanding anything to the contrary contained herein, none of the Seller Related Parties shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Merger Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and no Debt Financing Source shall have any rights or claims against any Party in connection with this Agreement, the Merger Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the Merger (as defined in the Merger Agreement), the foregoing will not limit the rights of the parties to the Debt Financing under any commitment letter related thereto. Notwithstanding any other provision herein, no Debt Financing Source nor any Affiliate of any Debt Financing Source, nor any officer, director, employee, agent, controlling person, advisor or other representative of the foregoing or any successor or permitted assign of any of the foregoing shall have be liable for any liability hereunder indirect, special, punitive or thereunder consequential damages (in each caseincluding, whether in tortwithout limitation, contract any loss of profits, business 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, arising out of, anticipated savings) in connection with the Financing, the Transactions, or with respect to any activities related in any manner to the items in Financing, including the immediately preceding clauses (a) through (d)preparation of the Commitment Letters and the Fee Letters.

Non-Recourse. All actions(a) This Agreement may only be enforced against, obligationsand any Legal Dispute that may be based upon, losses in respect of, arise under, out of or causes by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, performance or breach (whether willful, intentional, unintentional or otherwise), of this Agreement, including any representation or warranty made or alleged to have been made in, in connection with, or as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made or asserted against (and are expressly limited to) the Persons that are expressly identified as the parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such. No Person who is not a party hereto (including (i) any former, current or future direct or indirect equity holder, controlling Person, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, attorney or representative of, and any financial advisor, financing sources” or lender to (all above-described Persons in this sub clause ‎(i), collectively, “Affiliated Persons”) a party hereto or any Affiliate of such party), and (ii) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto (the Persons in subclauses ‎(i) and ‎(ii), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto, “Non-Parties”)) shall have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event shall any party hereto, any of its Affiliates or any Person claiming by, through or on behalf of any of them institute any Legal Dispute under any Recourse Theory against any Non-Party. Notwithstanding anything to the contrary herein, this ‎Section 10.3 shall not limit any rights of Buyer or its Affiliates against the specific Non-Parties pursuant to (and which are party to) the Support Agreements or Option Holder Acknowledgments. (b) No Financing Related Party shall have any liability or obligation to the Parties (other than the Buyer) with respect to this Agreement or with respect to any claim or cause of action (whether in contract or in tort, contract 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 in any manner to to: (aA) this Agreement and/or any other Transaction Documentor the transactions contemplated hereunder, (bB) the negotiation, execution or performance of this Agreement and/or (including any other Transaction Documentrepresentation or warranty made in, in connection with, or as an inducement to, this Agreement), (cC) any breach or violation of this Agreement and/or any other Transaction Document Agreement, and (dD) any failure of the transactions contemplated hereby or in the other Transaction Documents hereunder to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged by the Parties (other than the Buyer) that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementionedFinance Related Party, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD). For the avoidance of doubt, this Section 10.13(b) does not limit or affect any rights or remedies that the Buyer may have against the parties to the Debt Commitment Letter.

Non-Recourse. All actions(a) Notwithstanding anything to the contrary in this Agreement, obligationsthe Purchaser’s liability for any liability, loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or causes of action (damages, whether at law, in tortequity, contract in contract, in tort or otherwise) that arising under or in connection with any breach of this Agreement or any other Transaction Agreement (whether willfully, intentionally, unintentionally or otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to the Purchase Price and the Purchaser shall have no further liability or obligation relating to or arising out of this Agreement, any other Transaction Agreement or the Transactions in excess of such amount. For the avoidance of doubt, the foregoing shall not limit the Company’s rights under Section 6.10. (b) This Agreement may only be enforced against, and any claim or cause of action based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made brought against (and are those solely of) the Persons entities that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativessuccessors and assigns (including any Person that executes and delivers a Joinder). Except as set forth in the immediately preceding sentence, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partners, stockholder, Affiliate, memberagent, managerattorney, general advisor or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a partycollectively, the “Specified Persons”) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder for any obligations or thereunder (liabilities of any party hereto under this Agreement or for any claim based on, in each case, whether in tort, contract 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, arising out respect of, in connection or by reason of, the transactions contemplated hereby (other than the Guarantor with or related in any manner respect to the items obligations set forth in the immediately preceding clauses (a) through (dSection 4.24).

Non-Recourse. All actionsThis Agreement may only be enforced against, obligations, losses and any claim or causes cause of action (whether in tort, contract or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) brought against, the Persons entities that are expressly named as parties hereto or thereto Parties and then only with respect to the specific obligations set forth herein with respect to any such Party. Except to the extent set forth herein and therein. In furtherance and not in limitation of the foregoingthat he, and notwithstanding anything contained in she or it is a named party to this Agreement or the other Transaction Documents or otherwise to the contraryAgreement, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holderdirector, controlling personofficer, Affiliateemployee, incorporator, member, manager, general or limited partner, stockholder, incorporatorAffiliate, agent, attorney, advisor or representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee Affiliate of any of the foregoing or any other Person (unless such Person is also a party), and none of the foregoing “Non-Party Entities”) shall have any liability hereunder or thereunder (in each case, whether in contract, tort, contract equity or otherwise), it being expressly agreed and acknowledged that no personal liability ) for any one or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any more of the aforementionedrepresentations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Parent Related Parties or Company Related Parties, as suchapplicable, under this Agreement or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby, and each of Parent, Merger Sub and the Company (i) waives and releases all such liabilities, claims and obligations against any such Non-Party Entities and (ii) agrees not to commence any claim, action, suit, proceeding or arbitral action against any such Non-Party Entities in connection with this Agreement or related the transactions contemplated hereby; provided that nothing in this Section 12.15 shall limit the rights of any manner party to the items in Debt Commitment Letter or any other Contract with a Debt Financing Source to the immediately preceding clauses (a) through (d)extent expressly set forth therein. Non-Party Entities are expressly intended as third-party beneficiaries of this Section 12.15 and shall be entitled to enforce the covenants contained herein.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract 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 in any manner to to: (aA) this Agreement and/or or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (bB) the negotiation, execution or performance of this Agreement and/or or any of the other Transaction DocumentDocuments (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents), (cC) any breach or violation of this Agreement and/or or any other of the other Transaction Document Documents and (dD) any failure of any of the transactions contemplated hereby hereunder or in under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the case of any of the other Transaction Documents, Persons that are expressly named identified as parties hereto or thereto to such other Transaction Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement or such other Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, foregoing and notwithstanding anything contained in this Agreement or any of the other Transaction Documents to the contrary and without limiting the foregoing or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, acknowledges on behalf of itself and its respective Affiliates and its and their respective representativespresent or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Document shall be had against (i) any past, present Documents or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of in connection with any of the foregoing (unless such Person is also a party)transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any Investor Related Party, and none of the foregoing no other Person, including any Investor Related Party, shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract 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) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), 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, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that the Company or the Investor Parties, as applicable, may assert: (i) against any Person that is party to and solely pursuant to the terms and conditions of, the Confidentiality Agreement or (ii) against the Investor Parties solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents or otherwise, no party hereto or any Investor Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages or lost profits, opportunity costs, loss of business reputation, diminution in value or damages based upon a multiple of earnings or similar financial measure which may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsNotwithstanding anything to the contrary in this Agreement, obligations(a) this Agreement may only be enforced against, losses and any action, dispute, claim, suit or causes other proceeding for breach of action this Agreement may only be made against, the Persons that are expressly identified herein and/or are parties hereto, (b) none of (i) the former, current and future Affiliates, directors, officers, managers, employees, advisors, representatives, shareholders, members, managers, partners, successors and assigns of the Investor Members or any Affiliate thereof or any former, current and future Affiliate, director, officer, manager, employee, advisor, representative, shareholder, member, manager, partner, successor and assign of any of the foregoing (collectively, “Investor Related Parties”) or (ii) the former, current and future Affiliates, directors, officers, managers, employees, advisors, representatives, shareholders, members, managers, partners, successors and assigns of the Parent Members or any Affiliate thereof or any former, current and future Affiliate, director, officer, manager, employee, advisor, representative, shareholder, member, manager, partner, successor and assign of any of the foregoing (together with the Investor Related Parties, the “Member Related Parties”) shall have any liability for any liabilities or obligations of the parties hereto for any action, dispute, claim, suit or other proceeding (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance for breach of this Agreement and/or or in respect of any other Transaction Documentrepresentations made or alleged to be made in connection herewith, (c) any breach the Company or violation of this Agreement and/or any other Transaction Document Member or their respective Affiliates shall have no rights of recovery in respect hereof against any Member Related Party and (d) no personal liability shall attach to any failure Member Related Party through the Members or otherwise, whether by or through attempted piercing of the transactions contemplated hereby corporate veil, by or in the through an action, dispute, claim, suit or other Transaction Documents to be consummated, in each case, may only be made against proceeding (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability by the enforcement of any judgment, fine or losses whatsoever penalty or by virtue of any statute, regulation or other applicable Law, or otherwise; provided that, for the avoidance of doubt, nothing in this Section 14.14 shall attach to, be imposed on restrict or otherwise be incurred by limit the rights or obligations of a Person under any of the aforementioned, as such, arising out of, in connection with or related in any manner other Transaction Agreement to the items in the immediately preceding clauses (a) through (d)which such Person is a party.

Non-Recourse. All actionsEach Party agrees, on behalf of itself and its Affiliates and Representatives, that all proceedings, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract 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 in any manner to to: (aA) this Agreement and/or or any other Transaction Documentagreement referenced herein (other than the Support Agreement) or the transactions contemplated hereunder, (bB) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein (other than the Support Agreement) (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement (other than the Support Agreement)), (cC) any breach or violation of this Agreement and/or or any other Transaction Document agreement referenced herein (other than the Support Agreement) and (dD) any failure of the transactions contemplated hereby hereunder or in any other agreement referenced herein (other than the other Transaction Documents Support Agreement) to be consummated, in each case, may only be made only against (and are those solely of) the Persons persons that are expressly named identified herein as parties hereto or thereto the Parties to this Agreement and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the any other Transaction Documents agreement referenced herein or otherwise to the contrary, each party Party covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and its and their respective representativesRepresentatives, that no recourse under this Agreement or any other Transaction Document agreement referenced herein (other than the Support Agreement) or in connection with any transactions contemplated hereby shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), other person and none of the foregoing no other person shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract 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) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), 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, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that any Party may assert against another Party solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Section 11.11, nothing in this Section 11.11 shall in any way limit Parent’s or Sub’s rights under the Support Agreement.

Non-Recourse. All actionsActions, proceedings, obligations, losses Losses or causes of action (whether in contract, in tort, contract in Law or otherwisein equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (ai) this Agreement and/or any or the other Transaction DocumentDocuments, (bii) the negotiation, execution or performance of this Agreement and/or any or the other Transaction DocumentDocuments (including any representation or warranty made in connection with, or as inducement to, this Agreement), (ciii) any breach or violation of this Agreement and/or any or the other Transaction Document Documents and (div) any failure of the transactions contemplated hereby by this Agreement or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and thereinhereto. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in any other provision of this Agreement or the other Transaction Documents or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, acknowledges that no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other Transaction Document related document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative Representative, or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) to this Agreement, nor any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative Representative or assignee of any of the foregoing (unless such Person is also a party)foregoing, and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in contract, tort, contract 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 Liability or losses Losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (ai) through (div).

Non-Recourse. All actionsEach Party agrees, on behalf of itself and its Affiliates (and, in the case of the Company, its Related Parties), that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract 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 of or, by reason of, be connected with, or relate in any manner to to: (aA) this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (bB) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (cC) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein and (dD) any failure of the transactions contemplated hereby hereunder or in under any Transaction Document or any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to this Agreement and in accordance with, and subject to, the extent set forth herein terms and thereinconditions hereof. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein or otherwise to the contrary, each party Party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other Person, including any Financing Source Related Party, and no other Person, including any Financing Source Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law, 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) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company or BidCo, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2, Section 9.12 and this Section 9.17): (i) against any pastPerson that is party to, present or future direct or indirect equity holderand solely pursuant to the terms and conditions of, controlling personthe Confidentiality Agreements, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any pastagainst the Company, present BidCo, or future direct or indirect equity holderCompany Sub (solely with respect to its obligations hereunder), controlling personas applicable, Affiliatesolely in accordance with, memberand pursuant to the terms and conditions of, manager, general or limited partner, stockholder, incorporator, representative or assignee of any this Agreement and (2) BidCo and its Affiliates may assert against the financing sources pursuant to the terms and conditions of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)Commitment Letter, 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, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD). Notwithstanding anything to the contrary herein or otherwise, no BidCo Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive or consequential damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsThis Agreement may only be enforced against, obligations, losses or causes of action (whether in tort, contract or otherwise) and any Legal Proceeding that may be based upon, in respect of, arise under, out of or by reason of, be connected with, with or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, performance or performance breach, of this Agreement and/or Agreement, including, any other Transaction Documentrepresentation or warranty made or alleged to have been made in, (c) any breach in connection with or violation of as an inducement to, this Agreement and/or any (each of such above-described legal, equitable or other Transaction Document and (dtheories or sources of liability, a “Recourse Theory”) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly named identified as parties hereto or thereto in the preamble to the extent set forth herein and therein. In furtherance and not in limitation signature pages of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contraryand solely in their capacities as such. No Person who is not a party hereto (including, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (ia) any pastformer, present current or future direct or indirect equity holder, controlling personPerson, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, memberassignee, managerattorney or representative of, general and any financial advisor or limited partnerlender to (all above-described Persons in this sub-clause (a), stockholdercollectively, incorporator“Affiliated Persons”) a party hereto or any Affiliate of such party, representative and (b) any Affiliated Persons of such Affiliated Persons (the Persons in sub-clauses (a) and (b), together with their respective successors, assigns, heirs, executors or assignee administrators, collectively, “Non-Parties”) will have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory under this Agreement. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event will any party hereto, any of its Affiliates or thereto (unless such any Person is also a party) claiming by, through or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee on behalf of any of them institute any Legal Proceeding under any Recourse Theory against any Non-Party. For the foregoing (unless such Person is also a party), and none avoidance of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)doubt, it being is expressly agreed and acknowledged understood that no personal liability nothing contained herein shall limit the Company’s remedies under the Equity Commitment Letter or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)Guarantee.

Non-Recourse. All actionsNotwithstanding anything herein to the contrary, obligationsthe Company agrees, losses on behalf of itself and the Company Related Parties, and each of Purchaser and Parent agrees, on behalf of itself and its former, current, or causes of action future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents, that all Proceedings (whether in contract or in tort, contract 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 of or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or Agreement, any other Transaction Document, the Arrangement or the transactions contemplated hereunder or thereby; (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document (including any representation or warranty made in connection with, or as an inducement to any Transaction Document, ); (c) any breach or violation of this Agreement and/or or any other Transaction Document Document; and (d) any failure of the Arrangement or any other transactions contemplated hereby hereunder or in the other Transaction Documents thereunder to be consummated, in each case, may only be made only against (and are those solely of) ), in this case of this Agreement, the Persons that are expressly named identified as parties hereto or thereto to this Agreement, and in the case of the other Transaction Documents, the applicable parties thereto, and in accordance with, and subject to the extent set forth herein terms and thereinconditions of such Transaction Documents. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Documents or otherwise to the contrarycontrary the Company agrees, on behalf of itself and the Company Related Parties, and each party covenants, agrees of Purchaser and acknowledgesParent agrees, on behalf of itself and its former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates and its and their respective representativesor agents, that no recourse under this Agreement or any of the other Transaction Documents or in connection with the Arrangement or any other transactions contemplated hereunder or under any other Transaction Document shall will be sought or had against (i) any pastother Person, present including any the former, current, or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partnerpartners, stockholderstockholders, incorporatormanagers, representative members, directors, officers, Affiliates or assignee agents of the Company, Parent or Purchaser, and no other Person, including any party hereto or thereto (unless such Person is also a party) or (ii) any pastthe former, present current, or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partnerpartners, stockholderstockholders, incorporatormanagers, representative members, directors, officers, Affiliates or assignee of any agents of the foregoing (unless such Person is also a party)Company, and none of the foregoing shall Parent or Purchaser, will have any liability hereunder personal liabilities or thereunder obligations (whether in each case, whether contract or in tort, contract 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), it being expressly agreed and acknowledged that no personal liability for any claims, causes of action, obligations or losses whatsoever shall attach toliabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Purchaser, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2(f), Section 8.4, Section 9.10 and this Section 9.13): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement, (ii) against the Company, Parent or Purchaser, as applicable, solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (iii) pursuant to any Voting Agreement.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its Affiliates, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract 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 of or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or Agreement, any other Transaction Documentagreement referenced herein or the transactions contemplated hereby or thereby, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement 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 and/or or any other Transaction Document agreement referenced herein, and (d) any failure of the transactions contemplated hereby or in the under any other Transaction Documents agreement referenced herein to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement or, in the case of the other agreements referenced herein, the persons that are expressly named as parties hereto or thereto thereof, and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such other agreement referenced herein, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby shall be sought or had against any other Person, and no other Person shall have any liabilities or obligations (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 Transaction Document shall be had against theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in clauses (ia) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto through (unless such Person is also a partyd) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)immediately preceding sentence, 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, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)) of the immediately preceding sentence. Notwithstanding anything to the contrary herein or otherwise, except as contemplated in the proviso of the first sentence of this Section 7.14, with respect to each party hereto, no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, lender or Representative or Affiliate of such named party (the “Related Parties”) shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby, or the valid termination or abandonment of any of the foregoing.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement or any document, obligationsagreement, losses or causes instrument delivered contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of action the benefits of the Transaction Documents, covenants, agrees and acknowledges that no Persons other than the parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out by or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself such party against such Persons and its Affiliates and its and their respective representativesentities, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by the enforcement of any party hereto assessment or thereto (unless such Person is also a party) by any legal or (ii) any pastequitable proceeding, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by virtue of any of the foregoing (unless such Person is also a party)statute, and none of the foregoing shall have any liability hereunder regulation or thereunder (in each caseother applicable law, whether in tort, contract or otherwise), ; it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on on, or otherwise be incurred by any of the aforementionedsuch Persons, as such, arising out for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding anything in connection with or related in any manner the Transaction Documents to the items in contrary, the immediately preceding clauses (a) through (d)liability of the Värde Parties shall be several, not joint.

Non-Recourse. All actionsExcept as contemplated by the Sponsor Guaranty and/or Equity Commitment Letter, all claims, obligations, losses liabilities, or causes of action (whether in contract or in tort, contract in law or otherwisein 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 (a) 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 against (and such representations and warranties are those solely of) a party hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except in the case of claims for fraud and except as contemplated by the Sponsor Guaranty and/or Equity Commitment Letter, this Agreement may only be enforced against, and any other Transaction Documentclaim or Suit based upon, (b) arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each caseAgreement, may only be made brought against (a party hereto and are those solely of) then only with respect to the Persons that are expressly named specific obligations set forth herein with respect to such party. Except in the case of claims for fraud, except as parties hereto or thereto contemplated by the Sponsor Guaranty and/or Equity Commitment Letter and except to the extent set forth herein a named party to this Agreement (and therein. In furtherance and not in limitation then only to the extent of the foregoing, and notwithstanding anything contained specific obligations undertaken by such named party in this Agreement or the other Transaction Documents or otherwise to the contraryAgreement, each no Person who is not a party covenantshereto, agrees and acknowledgesincluding any current, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present former or future direct or indirect equity holderdirector, officer, employee, incorporator, member, partner, manager, management company, stockholder, equityholder, controlling person, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any party hereto financial advisor or thereto (unless such Person is also a lender to, any party) , including Debt the Financing sources, or (ii) any pastcurrent, present former or future direct or indirect equity holderdirector, officer, employee, incorporator, member, partner, manager, management company, stockholder, equityholder, controlling person, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (unless such Person is also a party)collectively, the “Nonparty Affiliates”, provided that “Nonparty Affiliates” shall exclude Buyer and none of the foregoing Sponsor) shall have any liability hereunder (whether in contract or thereunder (in each case, whether in tort, contract in law or otherwise)in equity, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute) for any claims, be imposed on causes of action, obligations, or otherwise be incurred by any of the aforementionedliabilities arising under, as such, arising out of, in connection with 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, and, to the items maximum extent permitted by applicable laws, except as otherwise provided in the immediately preceding clauses Sponsor Guaranty and/or Equity Commitment Letter, each party hereto hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by applicable laws, except in the case of claims for fraud, and except to the extent otherwise set forth in, and subject to the terms and conditions of, this Agreement, the Sponsor Guaranty, the Equity Commitment Letter, or the Confidentiality Agreement, (a) through each party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a party or otherwise impose liability of a party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, and (db) each party hereto disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement; provided, however, that nothing in this Section 10.16 will limit Buyer’s ability to rely on those representations and warranties set forth in Article III (or in any certificate or instrument delivered pursuant to this Agreement). Notwithstanding anything to the contrary herein, but subject to clause (ii) of the immediately following sentence of this Section 10.16, none of the parties hereto, nor any of their respective Affiliates, shall have any rights, claims or causes of action against any Debt Financing source or their respective Nonparty Affiliates in connection with the Debt Financing, this Agreement or the transactions contemplated by this Agreement, whether at law or in equity, in contract, in tort or otherwise, and any such claims, rights and causes of action are disclaimed and released in full. Notwithstanding the foregoing, (i) the Nonparty Affiliates, including the Debt Financing Sources, shall be third party beneficiaries of this Section 10.16, each of whom may enforce the provisions of this Section 10.16, and (ii) nothing in this Section 10.16 shall in (x) in any way limit or modify any Debt Financing sources’ (including each Debt Financing source’s Affiliates and its and its Affiliates’ respective officers, directors, employees, agents and representatives) obligations to Buyer or its Affiliates under the Debt Commitment Letter or (y) impair any rights, claims or causes of action of the Buyer and its Affiliates in respect of the Debt Commitment Letter. Notwithstanding the foregoing, this Section 10.16 shall be subject to the last sentence of Section 6.2.

Non-Recourse. All actionsEach Party agrees, obligationson behalf of itself and its Affiliates (and in the case of the Company, losses or causes of action its Related Parties), that all Actions (whether in Contract or in tort, contract at 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 in any manner to (a) this Agreement and/or any or the other Transaction DocumentDocuments or the transactions contemplated hereunder or thereunder (including the Financing), (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any other Transaction Document), (c) any breach or violation of this Agreement and/or Agreement, any other Transaction Document and (d) any failure of the transactions contemplated hereby hereunder or in under any Transaction Document (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to the applicable Transaction Document (excluding the Debt Commitment Letters and the Debt Financing Sources), in each case, solely as and to the extent specified, and on the terms and subject to the conditions set forth forth, herein and or therein, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the any other Transaction Documents or otherwise Document to the contrary, and, in accordance with, and subject to the terms and conditions of, this Agreement each party Party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates (and in the case of the Company, its and their respective representativesRelated Parties), that no recourse under this Agreement or Agreement, any other Transaction Document or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any Person (iincluding the Debt Financing Sources) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any who is not a party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of to any of the foregoing Transaction Documents (unless such Person is also a partyexcluding the Debt Commitment Letters) under the Transaction Documents (excluding the Debt Commitment Letters), and none no Person (including the Debt Financing Sources) who is not a party to any of the foregoing Transaction Documents (excluding the Debt Commitment Letters) shall have any liability hereunder liabilities to any party to such Transaction Document under such Transaction Document (whether in Contract or thereunder (in each case, whether in tort, contract in Law or in equity or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute or otherwise, be imposed on whether by or otherwise be incurred by any through attempted piercing of the aforementionedcorporate, as suchlimited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, liabilities arising under, out of, in connection with or related in any manner to the items listed in the immediately preceding clauses (a) through (d)first sentence of this Section 10.13. For the avoidance of doubt, nothing in this Section 10.13 shall limit any obligations of the Debt Financing Sources to Purchaser or its Affiliates.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsor any document, losses certificate or causes instrument delivered in connection herewith or otherwise (together, the “Transaction Documents”), the Company acknowledges and agrees, on behalf of action itself and its respective Related Persons (whether in tortas defined below), contract or otherwise) that all Proceedings that may be based upon, in respect of, arise under, out or of, by reason of, be connected with, or relate in any manner to (a) this Agreement and/or or any other Transaction DocumentDocument or the Transactions, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction DocumentDocument (including any representation or warranty made in, in connection with, or as an inducement to, any of the foregoing documents), (c) any breach or violation of this Agreement and/or or any other Transaction Document and or (d) any the failure of the transactions contemplated hereby or in the other Transaction Documents Transactions to be consummated, in each case, case may only be made only against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and thereinidentified Parties hereto. In furtherance and not in limitation of the foregoing, the Company acknowledges and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such other Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless and no such other Person is also a party), and none of the foregoing shall have any liability hereunder liabilities (whether in contract or thereunder (in each case, whether in tort, contract in law or in equity or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute or otherwise, be imposed on whether by or otherwise be incurred by any through attempted piercing of the aforementionedcorporate, as suchpartnership, limited partnership or limited liability company veil or any other theory or doctrine) of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any direct or indirect, past, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source, Affiliate, agent or other representative of Stockholder or any Affiliate of Stockholder (collectively, with such Person’s assignees, successors and assigns, the “Related Persons”), through the Company, its Subsidiaries or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of any party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable actions, suits, claims, investigations or proceedings, by virtue of any Law, or otherwise. The Parties acknowledge and agree that the Related Persons are intended third-party beneficiaries of this Section 5.16. Nothing in this Agreement precludes the Parties or any Related Persons from exercising any rights under the Merger Agreement or any other agreement to which they are specifically a party or an express third-party beneficiary thereof, and nothing in this Agreement shall limit the liability or obligations of any Related Person under any other agreement to which they are specifically a party.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsany other Transaction Document or any document, losses certificate or causes of action (whether instrument delivered in tort, contract connection herewith or otherwise) , each party hereto acknowledges and agrees, on behalf of itself and its respective Related Persons, that all Actions that may be based upon, in respect of, arise under, out or of, by reason of, be connected with, or relate in any manner to (a) this Agreement and/or or any other Transaction DocumentDocument or the Transactions, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction DocumentDocument (including any representation or warranty made in, in connection with, or as an inducement to, any of the foregoing documents), (c) any breach or violation of this Agreement and/or or any other Transaction Document and (d) any the failure of the transactions contemplated hereby or in the other Transaction Documents Transactions to be consummated, in each case, case may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to thereto, as applicable (other than claims by Parent against the extent set forth herein insurers under any buy side representations and thereinwarranty insurance policy obtained by Parent or any of its Affiliates). In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees hereto acknowledges and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such other Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless and no such other Person is also a party), and none of the foregoing shall have any liability hereunder Liabilities (whether in contract or thereunder (in each case, whether in tort, contract in law or in equity or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute or otherwise, be imposed on whether by or otherwise be incurred by any through attempted piercing of the aforementionedcorporate, as suchpartnership, limited partnership or limited liability company veil or any other theory or doctrine) of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or Liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any direct or indirect, past, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source (including, in the case of Parent, Merger Sub, Sponsor and their respective Affiliates, the Debt Financing Sources), Affiliate, agent or other Representative of any party hereto or any Affiliate of any party hereto, through Parent, Merger Sub, the Company, its Subsidiaries or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of any party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable actions, suits, claims, investigations or proceedings, by virtue of any law, or otherwise, except for (i) claims against any Person that is party to, and solely pursuant to the terms and conditions of, the applicable Transaction Document(s), (ii) claims of fraud, (iii) claims against any Person that is party to, and solely pursuant to the terms and conditions of the, the Confidentiality Agreement, and (iv) claims Parent or Merger Sub may, in their sole discretion, assert against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter.

Non-Recourse. All actionsThe Corporation covenants, obligations, losses agrees and acknowledges that no person other than the parties hereto shall have any obligation hereunder or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of connection with the transactions contemplated hereby and that, notwithstanding that the Investor or any of its permitted assigns may be a partnership or limited liability company or other entity, the Corporation has no rights of recovery against and no recourse hereunder or under any documents or instruments delivered in connection herewith or in the other Transaction Documents respect of any oral representations made or alleged to be consummated, have been made in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto connection herewith or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document therewith shall be had against (i) any pastof the former, present current or future direct directors, officers, employees, agents, general or indirect equity holderlimited partners, controlling personmanagers, Affiliatemembers, memberstockholders, managerAffiliates, assignees or representatives of the Investor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general assignee or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a partybut not including the Investor, an Investor Related Party), and none whether by or through attempted piercing of the foregoing shall have corporate (or limited liability company or limited partnership) veil, by the enforcement of any liability hereunder assessment or thereunder (in each caseby any legal or equitable proceeding, whether in tort, contract or otherwise)by virtue of any applicable law, 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 Investor Related Party for any obligations of the aforementionedInvestor or any of its successors or assigns under this Agreement, as suchunder the Acquisition Agreement or under any documents or instrument delivered in connection herewith or therewith, arising out in respect of any transaction contemplated hereby or thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort or contract) based on, in respect of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of such obligations or their creation.

Non-Recourse. All actionsExcept as set forth in the Confidentiality Agreement, obligations, losses or causes of action (whether in tort, contract or otherwisei) that this Agreement may be enforced only against, and any claim, suit, litigation or other proceeding based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in may be brought only against, the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons entities that are expressly named as parties hereto or thereto and then only with respect to the extent specific obligations set forth herein with respect to such party and therein. In furtherance (ii) with respect to each party, no past, present or future director, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, or representative or (except for other named parties, and not then only in limitation such capacity) affiliate of any named party to this Agreement, shall have any liability (whether in contract or tort, at law or in equity or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any one or more of the foregoingrepresentations, and notwithstanding anything contained in warranties, covenants, agreements or other obligations or liabilities of such named party or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. The provisions of this Section 11.20 are intended to be for the benefit of, and enforceable by the directors, officers, employees, incorporators, members, partners, stockholders, agents, attorneys, advisors, and other Transaction Documents or otherwise representatives and (except for other named parties, and then only in such capacity) affiliates of the parties, and each such person shall be a third-party beneficiary of this Section 11.20. Notwithstanding anything to the contrarycontrary contained herein, the Osmotica Shareholders and the Osmotica Companies each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and affiliates that none of the Debt Financing Sources shall have any liability or obligation to the Osmotica Shareholders or the Osmotica Companies or any of their respective representatives, that no recourse under affiliates relating to this Agreement or any other Transaction Document of the transactions contemplated herein (including the Financing, provided that in the event that the Financing is consummated, this Section 11.20 will not relieve any Debt Financing Sources from their obligations or liabilities under the applicable Financing documents). This Section 11.20 is intended to benefit and may be enforced by the Debt Financing Sources and shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any binding on all successors and assigns of the foregoing (unless such Person is also a party), Osmotica Shareholders and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract 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, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)Osmotica Companies.

Non-Recourse. All actions(a) Notwithstanding anything to the contrary in this Agreement, obligationsthe Purchaser’s liability for any liability, loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or causes of action (damages, whether at law, in tortequity, contract in contract, in tort or otherwise) that arising under or in connection with any breach of this Agreement or any other Transaction Agreement (whether willfully, intentionally, unintentionally or otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to the Purchase Price and the Purchaser shall have no further liability or obligation relating to or arising out of this Agreement, any other Transaction Agreement or the Transactions in excess of such amount. For the avoidance of doubt, the foregoing shall not limit the Company’s rights under Section 6.10. (b) This Agreement may only be enforced against, and any claim or cause of action based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made brought against (and are those solely of) the Persons entities that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativessuccessors and assigns (including any Person that executes and delivers a Joinder). Except as set forth in the immediately preceding sentence, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partners, stockholder, Affiliate, memberagent, managerattorney, general advisor or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a partycollectively, the “Specified Persons”) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder for any obligations or thereunder (liabilities of any party hereto under this Agreement or for any claim based on, in each case, whether in tort, contract 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, arising out respect of, in connection with or related in any manner to by reason of, the items in the immediately preceding clauses (a) through (d)transactions contemplated hereby.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract 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 in any manner to to: (aA) this Agreement and/or or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (bB) the negotiation, execution or performance of this Agreement and/or or any of the other Transaction DocumentDocuments (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents), (cC) any breach or violation of this Agreement and/or or any other of the other Transaction Document Documents and (dD) any failure of any of the transactions contemplated hereby hereunder or in under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the case of any of the other Transaction Documents, Persons that are expressly named identified as parties hereto or thereto to such other Transaction Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement or such other Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, foregoing and notwithstanding anything contained in this Agreement or any of the other Transaction Documents to the contrary and without limiting the foregoing or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, acknowledges on behalf of itself and its respective Affiliates and its and their respective representativespresent or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Document shall be had against (i) any past, present Documents or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of in connection with any of the foregoing (unless such Person is also a party)transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any Investor Related Party, and none of the foregoing no other Person, including any Investor Related Party, shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract 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) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), 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, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that the Company or the Investor Parties, as applicable, may assert: (i) against any Person that is party to and solely pursuant to the terms and conditions of, Section 5.04 or (ii) against the Investor Parties solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents or otherwise, no party hereto or any Investor Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages or lost profits, opportunity costs, loss of business reputation, diminution in value or damages based upon a multiple of earnings or similar financial measure which may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsExcept as otherwise expressly provided in this Agreement, obligationsthis Agreement may only be enforced against, losses and any claim or causes cause of action (whether in tort, contract or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made brought against (and are those solely of) the Persons that are expressly named as parties hereto or thereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent set forth herein a named Party to this Agreement (and therein. In furtherance and not in limitation then only to the extent of the foregoing, and notwithstanding anything contained specific obligations undertaken by such named Party in this Agreement or the other Transaction Documents or otherwise to the contraryand not otherwise), each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holderdirector, controlling personmanager, officer, employee, incorporator, member, partner, shareholder, Affiliate, memberDebt Financing Source, manageragent, general attorney or limited partner, stockholder, incorporator, representative or assignee Representative of any party hereto Party shall have any liability for any obligations or thereto liabilities of any Party under this Agreement (unless such Person is also a partywhether in contract or tort, in law or in equity) or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby (iiincluding the Debt Financing) and the Company (on behalf of itself, each of its Subsidiaries and the Company Securityholders) agrees that none of it, any of its Subsidiaries or any Company Securityholder shall have any rights or claims (whether in contract or tort, at law or in equity of otherwise) against the Debt Financing Sources in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby. The provisions of this Section 11.18 are intended to be for the benefit of, and will be enforceable by each past, present or future direct or indirect equity holderdirector, controlling personmanager, officer, employee, incorporator, member, partner, shareholder, Affiliate, memberDebt Financing Source, manageragent, general attorney or limited partner, stockholder, incorporator, representative or assignee Representative of any Party. This Section 11.18 shall be binding on all successors and assigns of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract 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, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)Company.

Non-Recourse. All Notwithstanding anything that may be expressed or implied in this Agreement, any other Transaction Document or any document, certificate or instrument delivered in connection herewith or therewith or otherwise, each Party hereby acknowledges and agrees, on behalf of itself and its respective Affiliates, that all actions, obligationssuits, losses claims, investigations or causes of action (whether in tort, contract or otherwise) proceedings that may be based upon, in respect of, arise under, out or of, by reason of, be connected with, or relate in any manner to (a) this Agreement and/or or any other Transaction DocumentDocument or the transactions contemplated hereunder or thereunder, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction DocumentDocument (including any representation or warranty made in, in connection with, or as an inducement to, any of the foregoing documents), (c) any breach or violation of this Agreement and/or or any other Transaction Document and (d) any the failure of the transactions contemplated hereby hereunder or in the by any other Transaction Documents Document, to be consummated, in each case, case may only be made only against (and are those solely of) the Persons that are expressly named identified as parties Parties hereto or thereto to the extent set forth herein and thereinthereto, as applicable, except as contemplated by Section 5.8. In furtherance and not in limitation of the foregoing, each Party hereby acknowledges and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or any other Transaction Document shall or in connection with any transactions contemplated hereby or thereby will be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless other such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless and no other such Person is also a party), and none of the foregoing shall will have any liability hereunder liabilities or thereunder obligations (whether in each case, whether contract or in tort, contract in Law or in equity or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute or otherwise, be imposed on whether by or otherwise be incurred by any through attempted piercing of the aforementionedcorporate, as suchpartnership, limited partnership or limited liability company veil or any other theory or doctrine) for any Losses, Damages, claims, causes of action, Actions, obligations or Liabilities of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal Liability or Losses, Damages, claims, causes of action, Actions, obligations or Liabilities whatsoever will attach to, be imposed on or otherwise be incurred by any past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or representative of any Party to this Agreement, through Buyer, Parent, Seller or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of any Party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable actions, suits, claims, investigations or proceedings, by virtue of any law, or otherwise, except for (i) claims of Actual Fraud, (ii) claims under and to the extent provided for in Article 5 of this Agreement and (iii) claims against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement.

Non-Recourse. All Each party agrees, on behalf of itself and its Affiliates, that all actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract at 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 in any manner to to: (a) this Agreement, the Voting Agreement, the Equity Commitment Letter, the Limited Guarantee, the CVR Agreement and/or (together, the “Transaction Documents”) or any other Transaction Document, agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (c) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein; and (d) any failure of the transactions Merger or any other transaction contemplated hereby by any Transaction Document or in any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto to this Agreement or thereto the applicable other Transaction Document and, in accordance with, and subject to the extent set forth herein terms and therein. In furtherance and not in limitation conditions of this Agreement or the foregoingapplicable other Transaction Document, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract at 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) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), 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, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d). Notwithstanding anything to the contrary herein or otherwise, no Lender Related Party shall have any liability or obligation in connection with or related in any manner to the aforementioned to any Person that is not a party to the Debt Financing or the Debt Commitment Letter. Notwithstanding anything to the contrary herein or otherwise, none of the Company, its Affiliates or its or their respective Representatives shall be responsible or liable for (i) any multiple, consequential, indirect, special, statutory or exemplary damages, in each case to the extent not recoverable under applicable common Law or (ii) punitive damages, in each case which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsEach Party agrees, on behalf of itself and its Affiliates and Related Parties, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract 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 in any manner to to: (aA) this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (bB) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (cC) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein and (dD) any failure of the transactions contemplated hereby hereunder or in under any Transaction Document or any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to this Agreement and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein or otherwise to the contrary, each party Party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of including any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)Parent Related Party, and none of the foregoing no other Person, including any Parent Related Party, shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract 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) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), 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, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that (1) the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2, Section 9.12 and this Section 9.16): (i) against any Person that is party to and solely pursuant to the terms and conditions of, the Confidentiality Agreement or any Specified Commercial Matter, as applicable, (ii) against each Guarantor under, if, as and when required pursuant to the terms and conditions of the Parent Guarantee, (iii) against the Equity Investors for specific performance of the Equity Investors’ obligation to fund their committed portions of the Equity Financing thereunder solely in accordance with, and pursuant to the terms and conditions of, Section 6 of the Equity Financing Commitment or (iv) against Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement and (2) Parent and its Affiliates may assert against the financing sources pursuant to the terms and conditions of the Third-Party Financing Commitments. Notwithstanding anything to the contrary herein or otherwise, no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actions(a) Notwithstanding anything to the contrary contained in this Agreement, obligationsno Company Related Party nor any other party hereto shall have any rights or claims against any Debt Financing Source, losses in any way relating to this Agreement or causes any of the transactions contemplated by this Agreement, or in respect of any oral representations made or alleged to have been made in (b) 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 entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each party agrees, on behalf of itself and its Affiliates and Non-Recourse Related Parties, that, except to the extent a named party in this Agreement and except to the extent provided in and subject to the terms of the Confidentiality Agreement, Equity Financing Commitment, or the Limited Guaranty, (i) neither it nor any of its Affiliates will bring or support any action, cause of action, claim, cross-claim, or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort, or otherwise, against any Non-Recourse Related Party, in any way relating to this Agreement or the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Equity Financing Commitment or the definitive agreements executed in connection therewith or the performance thereof and (ii) no Non-Recourse Related Party shall have any liability (whether in contract or in tort, contract in law or otherwisein equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) that may be to any party or its Affiliates or their respective directors, officers, employees, agents, partners, managers or equity holders for any obligations or liabilities of any party hereto under this Agreement or for any claim based uponon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in respect of any oral representations made or alleged to have been made in connection herewith. For purposes of this Agreement, “Non-Recourse Related Parties” means with respect to Parent, Merger Sub, or the Guarantor, on the one hand, or the Company, on the other Transaction Documents to be consummatedhand, in each caseas applicable, may only be made against (their respective former, current and are those solely of) the Persons that are expressly named as parties hereto future equity holders, controlling persons, directors, officers, employees, agents, general or thereto to the extent set forth herein limited partners, managers, management companies, members, stockholders, Affiliates or permitted assignees and therein. In furtherance any and not in limitation all former, current and future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or permitted assignees of any of the foregoing, and notwithstanding anything contained in this Agreement any and all former, current and future heirs, executors, administrators, trustees, successors or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee permitted assigns of any of the foregoing (unless such Person is also a party)foregoing. For the avoidance of doubt, Parent, Merger Sub, Guarantor, and none the Company shall not be Non- Recourse Related Parties. [The remainder of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract 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, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)this page is intentionally left blank.]

Non-Recourse. All actions, obligations, losses Notwithstanding anything herein (including the Senior Guarantee) or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner other agreement, document, certificate, instrument, statement or omission referred to (a) this Agreement and/or any other Transaction Documentbelow to the contrary, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document Issuer and (d) any failure of the transactions contemplated hereby or in Partnership are liable hereunder and under the other Transaction Documents to be consummated, in each case, may Senior Notes only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein of the assets of the Issuer and therein. In furtherance the Partnership and the interest of the Issuer in the Senior Notes and no other person or entity, including, but not in limitation limited to, any partner, officer, committee or committee member of the Partnership or any partner therein or of any Affiliate of the Partnership, or any incorporator, officer, director or shareholder of the Issuer, or any Affiliate or controlling Person or entity of any of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any pastagent, present employee or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee lender of any of the foregoing (unless such Person is also a party)foregoing, and none or any successor, personal representative, heir or assign of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract 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 aforementionedforegoing, in each case past, present, or as suchthey may exist in the future, shall be liable in any respect (including without limitation the breach of any representation, warranty, covenant, agreement, condition or indemnification or contribution undertaking contained herein or therein) under, in connection with, arising out of, or relating to this Indenture or any other agreement, document, certificate, instrument or statement (oral or written) related to, executed or to be executed, delivered or to be delivered, or made or to be made, or any omission made or to be made, in connection with any of the foregoing or related any of the transactions contemplated in any manner such agreement, document, certificate, instrument or statement. Notwithstanding the foregoing, the Holders preserve any personal claims they may have for fraud, liabilities under the Securities Act, and other liabilities that cannot be waived under applicable federal and state laws in connection with the purchase of the Senior Notes; provided, however, that such conduct shall not constitute an Event of Default under this Indenture, the Senior Notes or the Senior Partnership Upstream Note Mortgage or any document executed in conjunction therewith or otherwise related thereto. Any agreement, document, certificate, statement or other instrument to be executed simultaneously with, in connection with, arising out of or relating to this Indenture, the items in the immediately preceding clauses (a) through (d)Senior Notes or any other agreement, document, certificate, statement or instrument referred to above, or any agreement, document, certificate, statement or instrument contemplated hereby shall contain language mutatis mutandis to this paragraph and, if such language is omitted, shall be deemed to contain such language.

Non-Recourse. All actionsThis Agreement may only be enforced against, obligationsand any claim, losses action or causes of action (whether in tort, contract or otherwise) legal proceeding that may be based upon, in respect ofupon or under, arise under, out of or by reason of, be connected withrelate to this Agreement, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or may only be made against the entities that are expressly identified as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party; provided, that the foregoing shall not be deemed to limit any enforcement against, and any claim, action or legal proceeding against the Investors under the Equity Commitment Letter or the Guarantee, in each case, pursuant to and in accordance with the terms thereof. No Parent Related Party (other Transaction Documentthan Parent and Merger Sub to the extent set forth in this Agreement and the Investors to the extent set forth in the Equity Commitment Letter and the Guarantee) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any Action (whether at law, in equity in tort, in contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Notwithstanding anything to the contrary herein, the Company (con behalf of itself and the Company Non-Recourse Parties) agrees that (A) no Financing Source shall have any breach liability or violation obligation to the Company or any Company Non- Recourse Party relating to or arising out of this Agreement and/or Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated herein and therein under any other Transaction Document legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity, and (dB) neither the Company nor any failure Company Non-Recourse Party shall be entitled to bring, and the Company shall cause all the Company Non-Recourse Parties not to bring, and shall in no event support, facilitate, encourage or take any action, suit or other legal proceeding of any nature (under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity) against any Financing Source with respect to, arising out of, relating to or in connection with, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or in thereby or the performance of any services thereunder and the Company shall cause any such action, suit or other Transaction Documents legal proceeding to be consummateddismissed with prejudice as promptly as practicable after such termination. Nothing in this Section 7.16, in each case, may only be made against Section 6.5 or any other provision of this Agreement shall (and are those solely ofi) limit the Persons that are expressly named as parties hereto liability or thereto to the extent set forth herein and therein. In furtherance and not in limitation obligations of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise Financing Sources to the contrary, each party covenants, agrees and acknowledges, on behalf of itself Parent and its Affiliates (and its or their permitted successors and their respective representativesassigns, that no recourse including the Company after giving effect to the Merger) under this Agreement the Debt Commitment Letter or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or the definitive agreements related thereto (unless such Person is also a party) or (ii) any pastoperate as a waiver by Parent and its Affiliates (and its or their permitted successors and assigns, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee including the Company after giving effect to the Merger) of any claims, causes of the foregoing (unless such Person is also a party)action, and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability obligations or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with thereunder or related in any manner to the items in the immediately preceding clauses (a) through (d)thereto.

Non-Recourse. All actionsEach party agrees, obligationson behalf of itself and its Related Parties, losses or causes of action that all Proceedings (whether in contract or in tort, contract 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 in any manner to to: (a) this Agreement and/or Agreement, any documents, certificates, instruments or other Transaction Documentpapers that are reasonably required for the consummation of the transactions contemplated herein (the “Ancillary Documents”), or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentof the Ancillary Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the Ancillary Documents); (c) any breach or violation of this Agreement and/or or any other Transaction Document of the Ancillary Documents; and (d) any failure of any of the transactions contemplated hereby hereunder or in thereunder (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are are, in the case of this Agreement, expressly named identified as parties hereto or thereto to this Agreement, and in the case of the Ancillary Documents, Persons expressly identified as parties to such Ancillary Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such Ancillary Documents, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Ancillary Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present of the Ancillary Documents or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of in connection with any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability transactions contemplated hereunder or thereunder (in each caseincluding the Financing) will be sought or had against any other Person, whether in tortincluding any Related Party and any Debt Financing Sources, contract or otherwise)and no other Person, it being expressly agreed including any Related Party and acknowledged that no personal any Debt Financing Sources will have any liability or losses whatsoever shall attach toobligation, be imposed on for any claims, causes of action or otherwise be incurred by any of the aforementionedliabilities arising under, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability, obligation or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2, Section 8.3 and this Section 9.17) (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement or a Tender and Support Agreement, (ii) against each Investor for specific performance of its obligation to fund its committed portion of the Equity Financing solely in accordance with, and pursuant to the terms and conditions of, Section 6 of the Equity Commitment Letter or (iii) against the Company, Parent or Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the Ancillary Documents, no Parent Related Party or any Debt Financing Sources will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement (other than for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages solely with respect to Parent or Merger Sub) or any of the Ancillary Documents or any of the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actions(a) Notwithstanding anything that may be expressed or implied in this Agreement to the contrary (and subject only to the specific contractual provisions hereof including this Section 9.8), each of the Buyer Parties hereby acknowledge, covenant and agree (on behalf of itself, its Affiliates, and any Person claiming by through or on behalf of such Buyer Party or its Affiliates) that, except in the case of Fraud, all claims, obligations, losses or Liabilities, causes of action or proceedings (in each case whether at Law or in equity, and whether sounding in contract, tort, contract statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, this Agreement, or the negotiation, execution, performance, or breach (whether willful, intentional, unintentional or otherwise) of this Agreement by the Company, any of its Subsidiaries, the Seller Representative, or any of their respective Affiliates, including, without limitation, any representation or warranty made or alleged to be connected made in, in connection with, or relate in any manner to (a) as an inducement to, this Agreement and/or any (each of such above-described legal, equitable or other Transaction Documenttheories or sources of Liability, (ba “Recourse Theory”) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made or asserted only against (and are those solely ofexpressly limited to) the Persons that are expressly named as parties hereto or thereto to Company. No Person other than the extent set forth herein and therein. In furtherance and not in limitation of the foregoingCompany (including, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrarywithout limitation, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future director, officer, employee, incorporator, member, partner, manager, direct or indirect equity holderequityholder, controlling personmanagement company, Affiliate, memberagent, managerattorney, general or limited partnerrepresentative of, stockholderand any financial advisor to (all above-described Persons in this subclause (i), incorporatoreach a “Related Party”), representative or assignee of any party hereto or thereto (unless such Person is also a party) or and (ii) any pastRelated Party of such Related Parties (the Persons in subclauses (i) and (ii), present collectively, “Non-Parties”)) shall have any Liability or future direct obligation in respect of any Recourse Theory; provided, that the Parties agree and acknowledge that no claims for Fraud may be waived or indirect equity holderhave been waived hereunder. (b) Without limiting the generality of the foregoing, controlling personexcept in the case of claims for Fraud, Affiliateto the maximum extent explicitly permitted or otherwise conceivable under applicable Law (and subject only to the specific contractual provisions of this Agreement), membereach Buyer Party, manageron behalf of itself, general and its Affiliates, and any Person claiming by, through, or limited partner, stockholder, incorporator, representative or assignee on behalf of any of the foregoing them, hereby (unless such Person is also a party)i) waives, releases and disclaims any and all Recourse Theories against all Non-Parties, and none (ii) expressly disclaims reliance upon any Non-Parties with respect to the performance of the foregoing shall this Agreement or any representations or warranty made (or alleged to have any liability hereunder or thereunder (in each case, whether in tort, contract 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, arising out ofbeen made) in, in connection with, or as an inducement to this Agreement. (c) Notwithstanding anything to contrary in this Agreement, including Section 9.2 and Section 9.8, no Securityholder shall be liable for Fraud committed by another Person in an amount in excess of the net proceeds actually received by such Securityholder in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)transactions contemplated by this Agreement.

Non-Recourse. All Each Party agrees, on behalf of itself and its respective Affiliates, that all actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or otherwisein equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or any other Transaction DocumentAgreement, the Debt Financing or the Transactions, (b) the negotiation, execution or performance of this Agreement and/or (including any other Transaction Documentrepresentation or warranty made in, in connection with, or as an inducement to, this Agreement), (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby Transactions or in the other Transaction Documents Debt Financing to be consummated, in each case, may only be made only against (and are those solely of) the Persons Parties that are expressly named identified as parties hereto or thereto to the extent set forth herein and thereinthis Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party Party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or in connection with any other Transaction Document transactions contemplated hereby or the Debt Financing shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)other Person, and none of the foregoing no other Person, shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or otherwisein equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), 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, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d).. No Person, other than the Parties, shall be responsible or liable for any damages which may be alleged as a result of this Agreement, the Debt Financing or the Transactions (or the termination or abandonment thereof). Notwithstanding anything to the contrary set forth in this Section 10.15, it is expressly understood and agreed that none of the foregoing shall limit, impair or otherwise affect the rights, liabilities or obligations of any Person arising out of or relating to

Non-Recourse. All actionsEach Party agrees, obligationson behalf of itself and its Related Parties, losses or causes of action that all Legal Proceedings (whether in Contract or in tort, contract 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 in any manner to to: (a) this Agreement and/or Agreement, any of the other Transaction Documents or the Merger (including the Financing) or any other Transaction Document, transactions contemplated hereunder or thereunder; (b) the negotiation, execution or performance of this Agreement and/or or any of the other Transaction DocumentDocuments (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement and/or or any of the other Transaction Document Documents; and (d) any failure of the Merger (including the Financing) or any other transactions contemplated hereby hereunder or in the other Transaction Documents thereunder to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are are, in the case of this Agreement, expressly named identified as parties hereto or thereto to this Agreement, and in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesParty agrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or any of the other Transaction Documents or in connection with the Merger (including the Financing) or any other transactions contemplated hereunder or under any other Transaction Document shall will be sought or had against (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of including any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)Related Party, and none of the foregoing shall no other Person, including any Related Party, will have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract 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), it being expressly agreed and acknowledged that no personal liability for any claims, causes of action, obligations or losses whatsoever shall attach toliabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2(b), Section 8.3(f), Section 8.3(g), Section 8.3(h), Section 9.8(b) and this Section 9.14): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (ii) against each Guarantor under, if, as and when required pursuant to the terms and conditions of the Guarantee; (iii) against the equity providers for specific performance of their obligation to fund their committed portions of the Equity Financing solely in accordance with, and pursuant to the terms and conditions of, Section 6 of the Equity Commitment Letter; or (iv) against the Company, Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents, no Parent Related Party will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents or the Merger (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsNotwithstanding anything to the contrary in this Agreement, obligationseach Party agrees, losses or causes on behalf of action (whether in tortitself and its Related Parties, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made enforced against, and any 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) for any breach (whether willful, intentional (including an Intentional Breach), unintentional or otherwise), Loss, Liability, damage or otherwise in connection with, relating to or arising out of any Transaction Claims may only be brought against (and are those solely of) the Persons Entities that are expressly named as parties hereto or thereto and then only with respect to the extent specific obligations set forth herein or therein with respect to such party, and thereinsolely in accordance with, and subject to the terms and conditions of, this Agreement or such other Transaction Document, as applicable. Notwithstanding anything to the contrary in this Agreement, no Debt Financing Source, Related Party or Affiliate of Buyer, Buyer Sub, a Guarantor, Remainco or Merger Partner, or any former, current or future officers, employees, directors, partners, shareholders, equity holders, managers, members, clients, attorneys, agents, advisors or other Representatives of a Debt Financing Source, Buyer, Buyer Sub, a Guarantor, Remainco or Merger Partner or of any such Affiliate (each, other than Buyer, Buyer Sub, a Guarantor, Remainco or Merger Partner, a “Non-Recourse Party”) shall have any Liability for any Liabilities of any Party hereto or thereto under this Agreement or any Transaction Document or for any 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) in connection with, relating to or arising out of any of the Transaction Claims, other than the obligations of the Guarantors solely in accordance with, and subject to the terms and conditions of, the Guaranty, provided that this sentence shall not (a) limit Remainco and Mxxxxx Partner’s rights to specific performance in accordance with Section 11.14 or the Equity Commitment Letter, (b) limit the rights or Liabilities of any Person (including Non-Recourse Party) with respect to any Transaction Document to which they are a party or (c) limit the rights that the Buyer or any Buyer Related Party may assert against any Debt Financing Source pursuant to the terms and conditions of the Debt Financing, the Debt Commitment Letter or any Alternative Debt Commitment Letter. In furtherance and not in limitation of the foregoing, (i) each of Remainco and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party Merger Partner covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, acknowledges that no recourse under this Agreement or any other Transaction Document or any other agreement referenced herein or therein or in connection with any of the Contemplated Transactions shall be sought or had against (i) any pastBuyer or any of Buyer, present Buyer Sub, the Guarantors or future direct or indirect equity holderany Buyer Non-Recourse Party except for the Buyer Permitted Claims, controlling personsubject to the applicable limitations thereof, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or and (ii) each of Buyer and Buyer Sub covenants, agrees and acknowledges that no recourse under this Agreement or any past, present other Transaction Document or future direct any other agreement referenced herein or indirect equity holder, controlling person, Affiliate, member, manager, general therein or limited partner, stockholder, incorporator, representative or assignee of in connection with any of the foregoing Contemplated Transactions shall be sought or had (unless such Person is also a party)including, and none after Closing, by any member of the foregoing shall have Merger Partner Group or any liability hereunder or thereunder (in each case, whether in tort, contract 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 member of the aforementionedSpinco Group) against any member of the Remainco Group or the Merger Partner Group or any Non-Recourse Party of Remainco, as suchSpinco or Merger Partner except for the Seller Permitted Claims, arising out of, in connection with or related in any manner subject to the items in the immediately preceding clauses (a) through (d)applicable limitations thereof.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement or any document, obligationsagreement, losses or causes instrument delivered contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of action the benefits of this Agreement, the other Transaction Documents and the Guaranty, covenants, agrees and acknowledges that no Persons other than the parties and Purchaser Parent pursuant to the Guaranty shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing (such Persons, collectively, “Non-Party Affiliates”), but in each case not including the parties or Purchaser Parent pursuant to the Guaranty, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out by or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself such party against such Persons and its Affiliates and its and their respective representativesentities, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by the enforcement of any party hereto assessment or thereto (unless such Person is also a party) by any legal or (ii) any pastequitable proceeding, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by virtue of any of the foregoing (unless such Person is also a party)statute, and none of the foregoing shall have any liability hereunder regulation or thereunder (in each caseother applicable Law, whether in tort, contract or otherwise), ; it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on on, or otherwise be incurred by any of the aforementionedsuch Persons, as such, arising out for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, in connection with or related in any manner to by reason of, such obligations or their creation. The Non-Party Affiliates are express third party beneficiaries of the items in the immediately preceding clauses (a) through (d)terms of this Section 6.14.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything to the contrary that may be based upon, in respect of, arise under, out expressed or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the other Transaction Documents fact that Holder or otherwise to any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the contrarybenefits of this Agreement, each party covenants, agrees and acknowledges, on behalf of itself acknowledges that no person other than Holder and its Affiliates successors and its permitted assignees shall have any obligation hereunder and their respective representativesthat it has no rights of recovery against, that and no recourse hereunder or under this Agreement Agreement, the Merger Agreement, the JBA, Xxxxxx’s ECL (if any) or any other Transaction Document documents or instruments delivered in connection herewith or therewith shall be had against (i) against, any pastformer, present current or future direct or indirect equity holderdirector, controlling personofficer, agent, Affiliate, membermanager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, stockholderequityholder, incorporator, representative manager or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee member of any of the foregoing (unless such Person is also each, other than Xxxxxx and its successors and permitted assignees, a party“Holder Affiliate”), and none whether by or through attempted piercing of the foregoing shall have corporate veil, by or through a claim by or on behalf of Xxxxxx against the Holder Affiliates, by the enforcement of any liability hereunder assessment or thereunder (in each caseby any legal or equitable proceeding, whether in tortor by virtue of any statute, contract regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), it being (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Xxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agreed agree and acknowledged acknowledge that no personal liability or losses whatsoever shall attach to, be imposed on on, or otherwise be incurred by any of the aforementionedHolder Affiliate, as such, arising out for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of, such obligations or their creation.

Non-Recourse. All actionsExcept in the case of fraud, obligationsthis Agreement may only be enforced against, losses and any claim or causes cause of action (whether in tort, contract or otherwise) that may be Action based upon, in respect of, arise arising under, out or by reason of, be connected or in connection with, or relate related in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) brought against, the Persons entities that are expressly named as parties hereto or thereto Parties in the preamble of this Agreement (the “Contracting Parties”) and then only with respect to the extent specific obligations set forth herein and thereinwith respect to such Contracting Party. In furtherance and Except in the case of fraud, no Person that is not in limitation of the foregoinga Contracting Party, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) including any past, present or future direct Representative or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee Affiliate of any party hereto Contracting Party or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee Affiliate of any of the foregoing (unless such Person is also each, a party“Nonparty Affiliate”), and none of the foregoing shall have any liability hereunder or thereunder Liability (in each case, whether in contract, tort, contract at law or in equity, or granted by statute or otherwise)) for any claims, it being expressly agreed and acknowledged that no personal liability causes or losses whatsoever shall attach toaction or other obligations or Liabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, or in connection with with, or related in any manner to this Agreement or the items transactions contemplated hereby, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach. To the maximum extent permitted by applicable Law, except in the immediately preceding clauses case of fraud, (a) through each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action and other obligations and Liabilities against any such Nonparty Affiliates, (d)b) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, and (c) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. All actionsActions, obligations, obligations or losses or causes of action (whether in Contract, in tort, contract in Law or otherwisein equity, or granted by statute whether by or though attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (ai) this Agreement and/or any other Transaction DocumentAgreement, (bii) the negotiation, execution or performance of this Agreement and/or (including any other Transaction Documentrepresentation or warranty made in connection with, or as inducement to, this Agreement), (ciii) any breach or violation of this Agreement and/or any other Transaction Document Agreement, and (div) any failure of the transactions Mergers or any other transaction contemplated hereby or in the other Transaction Documents by this Agreement to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto Parties to this Agreement (other than indemnification claims against the extent set forth herein and thereinManagement Company Members in accordance with the terms of Article VIII). In furtherance and not in limitation of the foregoing, and notwithstanding anything contained that may be expressed or implied in this Agreement Agreement, and notwithstanding the fact that certain of the Parties may be partnerships or the other Transaction Documents or otherwise to the contrarylimited liability companies, each party Party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, acknowledges that no recourse under this Agreement, any Related Document or any documents or instruments delivered in connection with this Agreement or any other Transaction Related Document shall be had against (i) any pastParty’s Affiliates or any of such Party’s or such Parties’ Affiliates’ former, present current or future direct or indirect equity holderholders, controlling personpersons, Affiliateshareholders, memberdirectors, managerofficers, employees, agents, members, managers, general or limited partnerpartners or assignees (each a “Related Party” and collectively, stockholderthe “Related Parties”), incorporatorin each case other than the Parties hereto and each of their respective successors and permitted assignees under this Agreement (and, representative or assignee in the case of any party hereto or Related Document, the applicable parties thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee and each of any of the foregoing (unless such Person is also a partytheir respective successors and permitted assigns), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in Contract, tort, contract by the enforcement of any assessment or otherwise)by any legal or equitable proceeding, or by virtue of any applicable Law, 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 aforementionedRelated Parties, as such, arising out offor any obligation or liability of any Party under this Agreement or any documents or instruments delivered in connection herewith for any claim based on, in connection with respect of or related by reason of such obligations or liabilities or their creation; provided, however, that nothing in this Section 9.11 shall relieve or otherwise limit (x) the liability of any manner Party hereto or any of their respective successors or permitted assigns for any breach or violation of its obligations under such agreements, documents or instruments or (y) a Party’s right to the items make claims for indemnification as provided in the immediately preceding clauses (a) through (d)Article VIII.

Non-Recourse. All actions(a) This Agreement may only be enforced against, obligations, losses and any claim or causes of action (whether in tort, contract or otherwise) that may be suit based upon, in respect arising out of, arise under, out or by reason of, be connected withrelated to this Agreement, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement, may only be brought against the named parties to this Agreement and/or and then only with respect to the specific obligations set forth herein with respect to the named parties to this Agreement (in all cases, as limited by Section 10.1). No Person who is not a named Party to this Agreement, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of the Company, XX Xxxxxxx Parties or any of their respective Affiliates, or any Financing Source, will have or be subject to any liability (whether in contract or in tort) to Purchaser or any other Transaction DocumentPerson resulting from (i) the distribution of, (c) or reliance on, any breach information, documents, projections, forecasts or violation of this Agreement and/or any other Transaction Document and (d) any failure of material made available in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, the transactions contemplated hereby by this Agreement, or (ii) any claim based on, in respect of, or by reason of, the other Transaction Documents to be consummatedsale and purchase of the Company or XX Xxxxxxx, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation regardless of the foregoinglegal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and notwithstanding anything contained each Party waives and releases all such liabilities and obligations against any such Persons; provided, however, that nothing in this Agreement Section 10.17 shall prevent claims (x) against a Unitholder, XX Xxxxxxx Seller or LCP VII for Fraud committed by any such Unitholder, XX Xxxxxxx Seller or LCP VII, as applicable, or (y) pursuant to other Contracts between the other Transaction Documents Parties or otherwise such Persons; provided, further, that nothing in this Section 10.17 shall in any way limit or modify the rights and obligations of any Debt Financing Source’s obligations to Purchaser under the contrary, each party covenants, agrees and acknowledgesDebt Financing Commitments. The Company, on behalf of itself and its Affiliates, agrees that the Financing Sources shall be subject to no liability or claims by the Company or its Affiliates (other than the Purchaser and its pre-Closing Affiliates), whether at law, or equity, in contract, in tort or otherwise, relating to or arising out of this Agreement, any breach of the Debt Financing Commitments or in connection with the Debt Financing or the performance of services by the Financing Sources with respect to the foregoing. In no event shall the Company be entitled to seek the remedy of specific performance of this Agreement against the Financing Sources. (b) In connection with the investigation by Purchaser and their respective representativesMerger Sub of the APN Entities and XX Xxxxxxx, Purchaser and Merger Sub received or may receive from the APN Entities and XX Xxxxxxx certain projections, forward-looking statements and other forecasts and certain business plan information. Each of Purchaser and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Purchaser and Merger Sub are familiar with such uncertainties, that Purchaser and Merger Sub are taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that Purchaser and Merger Sub will have no recourse under this Agreement or claim against anyone with respect thereto. Accordingly, each of Purchaser and Merger Sub acknowledges that neither the Company, any other Transaction Document shall be had against (i) XX Xxxxxxx Party, nor any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, managerofficer, general director, employee or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee agent of any of the foregoing foregoing, whether in an individual, corporate or any other capacity, make any representation, warranty, or other statement with respect to, and neither Purchaser nor Merger Sub is relying on, such estimates, projections, forecasts or plans (unless including the reasonableness of the assumptions underlying such Person is also a partyestimates, projections, forecasts or plans), and none each of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), Purchaser and Merger Sub agrees that 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, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)has not relied thereon.

Non-Recourse. All actionsNotwithstanding anything to the contrary herein, obligationsand except for Parent and Merger Sub in accordance with this Agreement, losses or causes of action (whether the Guarantors in tort, contract or otherwise) that may be based upon, accordance with the Guaranty and the Equity Financing Sources in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) accordance with the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against Equity Commitment Letter (and are those solely of) the Persons that are expressly named as parties hereto or thereto then only to the extent of the specific obligations undertaken by the Equity Financing Sources set forth herein in the Equity Commitment Letter and therein. In furtherance the Guarantors set forth in the Guaranty and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise subject to the contraryLiability Limitation and other limitations therein), each party covenants, the Company agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesmembers, partners, stockholders, agents, attorneys, advisors or representatives that no recourse under this Agreement or any other Transaction Document shall be had against (a) none of (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or the Financing Sources nor (ii) any past, present present, or future direct or indirect equity holderdirector, controlling personofficer, Affiliateemployee, incorporator, member, manager, general or limited partner, stockholdershareholder, agent, attorney, advisor representative or Affiliate of the Guarantors, the Equity Financing Sources, Parent or Merger Sub, and no past, present, or future director, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor representative or assignee Affiliate of any of the foregoing forgoing (unless such Person is also each a party“Parent Related Party”), and none of the foregoing in each case, shall have any liability hereunder or thereunder (in each case, whether in contract, tort, contract equity or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach ) to any person relating to, be imposed on based upon, or otherwise be incurred by in connection with this Agreement or any of the aforementionedtransactions contemplated herein (including the Debt Financing), as such(b) it waives any rights or claims against any Financing Source or Parent Related Party relating to, based upon, or in connection with this Agreement (and the Transactions), the Debt Commitment Letter or the Debt Financing (including the transactions contemplated thereby), whether at law or equity, in contract, in tort or otherwise, and agrees not to commence any action, arbitration, audit hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Financing Source or Parent Related Party relating to, based upon, or in connection with this Agreement or the transactions contemplated hereunder (including relating to the Debt Financing (including the transactions contemplated thereby) or the Debt Commitment Letter), (c) in no event shall it be entitled to seek the remedy of specific performance of this Agreement against any Financing Source (for the avoidance out doubt, not including the Equity Financing Sources) and (d) this Agreement may only be enforced against, and any claim or cause of action based up, arising out of, in connection with or related to this Agreement or the Merger or other Transactions, may only be brought against Parent and Merger Sub (and the Equity Financing Sources in any manner accordance with the Equity Commitment Letter and the Guarantors in accordance with the Guaranty) and then only with respect to the items specific obligations set forth in this Agreement with respect Parent or Merger Sub or, with respect to the Equity Financing Sources and the Guarantors, as set forth in the immediately preceding clauses Equity Commitment Letter and the Guaranty respectively (a) through (dsubject to the Liability Limitation and other limitations set forth therein). Nothing in the foregoing will limit the rights and remedies of the Company under the Confidentiality Agreement.

Non-Recourse. All actionsEach Party agrees, obligationson behalf of itself and its Related Parties, losses that all Legal Proceedings or causes any other claim or cause of action (whether in contract or in tort, contract 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 in any manner to to: (a) this Agreement and/or Agreement, any other of the Transaction Document, Documents or the Transactions (including the Equity Financing) (b) the negotiation, execution or performance of this Agreement and/or or any other of the Transaction DocumentDocuments (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the Transaction Documents); (c) any breach or violation of this Agreement and/or or any other of the Transaction Document and Documents; or (d) any failure of the transactions contemplated hereby or in the other Transaction Documents Transactions to be consummated, in each case, may only be made only (A) against (and are those solely of) the Persons that are are, in the case of this Agreement, expressly named identified as parties hereto or thereto to this Agreement, and in the case of the Transaction Documents, Persons expressly identified as parties to such Transaction Documents; and (B) in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesParty agrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or any other of the Transaction Document shall Documents or in connection with the Transactions will be sought or had against any other Person who is not a party to this Agreement, including any Related Party, and no other Person (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any other than a party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a partyto this Agreement), and none of the foregoing shall including any Related Party, will have any liability hereunder liabilities or thereunder obligations (whether in each case, whether contract or in tort, contract 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), for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the clauses (a) through (d), it being expressly acknowledged and agreed and acknowledged that no personal liability or losses whatsoever shall will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Purchaser, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2(b), Section 8.3(e), subject to Section 9.10(b)(v), Section 9.10(b) and this Section 9.18): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (ii) against the Guarantors under, if, as and when required pursuant to the terms and conditions of the Guaranty; (iii) against the Investors (as defined in the Equity Commitment Letter) for specific performance of their obligation to fund their committed portions of the Equity Financing solely in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter; or (iv) against the Company, Parent and Purchaser solely in accordance with, and pursuant to the terms and conditions of, this Agreement.

Non-Recourse. All actionsEach party agrees, obligationson behalf of itself and its Related Parties, losses or causes of action that all Proceedings (whether in Contract or in tort, contract 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 in any manner to to: (a) this Agreement and/or Agreement, any of the other Transaction Document, Documents or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or or any of the other Transaction DocumentDocuments (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement and/or or any of the other Transaction Document Documents; and (d) any failure of any of the transactions contemplated hereby hereunder or in thereunder (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are are, in the case of this Agreement, expressly named identified as parties hereto or thereto to this Agreement and, in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder (including the Financing) or under any other Transaction Document shall will be sought or had against (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of including any party hereto or thereto (unless such Person is also a party) or (ii) Related Party and any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)Debt Financing Sources Related Party, and none of the foregoing shall no other Person, including any Related Party and any Debt Financing Sources Related Party, will have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract 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), it being expressly agreed and acknowledged that no personal liability for any claims, causes of action, obligations or losses whatsoever shall attach toliabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a‎(a) through ‎(d), other than the Persons expressly identified as parties (dor third party beneficiaries) thereto. For the avoidance of doubt, this ‎Section 8.16 shall not limit the rights of any person who is a party (or third party beneficiary) (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, if, as and when required pursuant to the terms and conditions of the Limited Guarantee (subject to the limitations set forth therein), (iii) against each Equity Commitment Party solely in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter (subject to the limitations set forth therein), (iv) against the Company, Parent and MergerCo solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (v) against any other Person who is a party to any other Transaction Document solely in accordance with, and pursuant to the terms and conditions of, such other Transaction Document (subject to the limitations set forth therein). Notwithstanding anything to the contrary in this Agreement or any other Transaction Documents, (A) no Parent Related Party or Debt Financing Sources Related Party will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder (including the Financing), or the valid termination or abandonment of any of the foregoing (other than the payment by Parent (or the Guarantor under and in accordance with the Limited Guarantee to the extent provided therein and subject to the limitations therein) of the Parent Termination Fee to the extent payable by Parent pursuant to ‎Section 7.03(b)) and (B) Parent and MergerCo shall be entitled to bring claims and causes of action against the Debt Financing Sources related to or arising from the Debt Commitment Letter and the Debt Financing.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsand except as set forth in the Confidentiality Agreement, losses or all claims, causes of action (whether in tortaction, contract obligations or otherwise) liabilities that may be based upon, in respect of, arise under, out or by reason of, be connected with, under or relate in any manner to (a) this Agreement and/or any other Transaction Document, or the Ancillary Agreements (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of including the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, and thereby) may only be made enforced against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to such Contract (the extent set forth herein and therein“Contracting Parties”). In furtherance and No Person who is not in limitation of the foregoinga Contracting Party, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contraryincluding any current, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present former or future direct or indirect equity holderequityholder, incorporator, controlling person, Affiliate, member, manager, general or limited partner, stockholdermember, manager, Affiliate, assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholdermember, incorporatormanager, representative Affiliate, assignee or assignee of Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (unless such Person is also a partyor any successors, predecessors or assigns of the foregoing) (collectively, “Non-Parties”), and none of the foregoing shall have any liability hereunder Liability (whether in Law or thereunder (in each caseequity, whether in tort, contract or in tort or otherwise) for any claims, causes of action, obligations, or liabilities arising under or relating to this Agreement or any Ancillary Agreement (or the transactions contemplated hereby or thereby) or based on, in respect of, or by reason of this Agreement or any Ancillary Agreement (or the transactions contemplated hereby or thereby); provided, it being expressly agreed that nothing herein shall limit the rights of any party to the Confidentiality Agreement under the Confidentiality Agreement. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Confidentiality Agreement, (a) each Contracting Party hereby waives and acknowledged releases any and all rights, claims, demands, or causes of action that no personal liability may otherwise be available, whether at Law, in equity, in contract, in tort or losses whatsoever shall attach tootherwise, be imposed on to avoid or disregard the entity form of a Contracting Party or otherwise be incurred impose Liability of a Contracting Party on any Non-Party, whether granted by any statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the aforementionedveil, as suchunfairness, undercapitalization, or otherwise, in each case arising under, out of, in connection with with, or related in any manner to this Agreement or any Ancillary Agreement (or the items transactions contemplated hereby or thereby) 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 immediately preceding clauses Confidentiality Agreement); and (ab) through each Contracting Party disclaims any reliance upon any Non-Parties with respect to the performance of this Agreement or any Ancillary Agreement (dor the transactions contemplated hereby or thereby) or any representation or warranty made in, in connection with, or as an inducement to this Agreement or any Ancillary Agreement (or the transactions contemplated hereby or thereby). Notwithstanding anything to the contrary contained herein or otherwise, after the Closing, no party may seek to rescind this Agreement or any Ancillary Agreement (or the transactions contemplated hereby or thereby).

Non-Recourse. All actionsNotwithstanding anything to the contrary in this Agreement or any other Transaction Document, obligations(i) this Agreement may only be enforced against, losses or and all claims, causes of action action, suits or other legal proceedings (whether in contract or in tort, contract in Law or otherwisein equity) that may be based upon, in respect of, arise under, out of or by reason of, be connected withrelate to this Agreement or the other Transaction Documents, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, (including any representation or warranty made in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in connection with this Agreement or the other Transaction Documents or otherwise as an inducement to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under enter into this Agreement or any the other Transaction Document shall Documents), may be had made only against the entities that are expressly identified as Parties, and then only with respect to the specific obligations set forth herein with respect to such Party and (iii) no Person who is not a named party to this Agreement or the other Transaction Documents, including any past, present or future direct or indirect equity holderdirector, controlling personofficer, Affiliateemployee, incorporator, member, manager, general or limited managing member, partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, memberagent, manager, general attorney or limited partner, stockholder, incorporator, representative of any named party to this Agreement or assignee the other Transaction Documents (or any Affiliate of any of the foregoing aforementioned) (unless such Person is also a party“Non-Party Affiliates”), and none of the foregoing shall have any liability hereunder (whether in contract or thereunder (in each case, whether in tort, contract in Law, in equity, granted by statute or otherwise), it being expressly agreed and acknowledged based upon any theory that no personal seeks to impose liability of an entity party against its owners or losses whatsoever shall attach to, be imposed on Affiliates) for any obligations or otherwise be incurred by any of the aforementioned, as such, liabilities arising out ofunder, in connection with or related to this Agreement or such other Transaction Documents (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Transaction Documents (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 manner such Non-Party Affiliates. The Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement. Without limiting the foregoing, to the items maximum extent permitted by Law, each Party disclaims any reliance on any Non-Party Affiliate with respect to the performance of this Agreement or any representation or warranty made in, in the immediately preceding clauses (a) through (d)connection with, or as an inducement to this Agreement.

Non-Recourse. All actionsEach party hereto agrees, obligationson behalf of itself and its Related Parties, losses or causes of action that all Actions (whether in Contract or in tort, contract 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, with or relate in any manner to to: (a) this Agreement and/or Agreement, any of the other Transaction Document, Documents or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or or any of the other Transaction DocumentDocuments (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement and/or or any of the other Transaction Document Documents and (d) any failure of any of the transactions contemplated hereby hereunder or in thereunder (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are are, in the case of this Agreement, expressly named identified as parties hereto or thereto to this Agreement, and in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Documents or otherwise to the contrary, except for Designated Claims, each party covenants, agrees and acknowledgeshereto agrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder (including the Financing) or under any other Transaction Document shall will be sought or had against (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of including any party hereto or thereto (unless such Person is also a party) or (ii) Related Party and any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)Debt Financing Sources Related Party, and none of the foregoing shall no other Person, including any Related Party and any Debt Financing Sources Related Party, will have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract 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), it being expressly agreed and acknowledged that no personal liability for any claims, causes of action, obligations or losses whatsoever shall attach toliabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d). Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents, (i) no Debt Financing Sources Related Party will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder (including the Financing), or the valid termination or abandonment of any of the foregoing; (ii) subject to Section 7.3 hereof, no Company Related Party or Parent Related Party will be responsible or liable for any multiple, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder (including the Financing), or the valid termination or abandonment of any of the foregoing; provided that notwithstanding the foregoing or anything to the contrary herein the Company shall have the right to seek damages based on loss of the economic benefits of the transactions contemplated by this Agreement, including loss of premium, on behalf of holders of Shares, and (iii) Parent and Merger Sub shall be entitled to bring claims and causes of action against the Debt Financing Sources related to or arising from the Debt Commitment Letter and the Debt Financing. 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Non-Recourse. All Each party agrees, on behalf of itself and its Affiliates, that all actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract at 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 in any manner to to: (a) this Agreement and/or Agreement, the Voting Agreement, the Equity Commitment Letter, the Limited Guarantee (together, the “Transaction Documents”) or any other Transaction Document, agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (c) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein; and (d) any failure of the transactions Merger or any other transaction contemplated hereby by any Transaction Document or in any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto to this Agreement or thereto the applicable other Transaction Document and, in accordance with, and subject to the extent set forth herein terms and therein. In furtherance and not in limitation conditions of this Agreement or the foregoingapplicable other Transaction Document, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract at 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) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), 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, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d). Notwithstanding anything to the contrary herein or otherwise, no Lender Related Party shall have any liability or obligation in connection with or related in any manner to the aforementioned to any Person that is not a party to the Debt Financing or the Debt Commitment Letter. Notwithstanding anything to the contrary herein or otherwise, none of the Company, its Affiliates or its or their respective Representatives shall be responsible or liable for (i) any multiple, consequential, indirect, special, statutory or exemplary damages, in each case to the extent not recoverable under applicable common Law or (ii) punitive damages, in each case which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsWithout limiting the rights of the Company under and to the extent provided under Section 10.02, obligationsthis Agreement may only be enforced against, losses or causes of action (whether in tort, contract or otherwise) that may be and any Proceeding based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to (a) this Agreement and/or any other Transaction Document, (b) or the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, Transactions may only be made against (and are those solely of) brought against, the Persons entities that are expressly named as parties hereto (and the Guarantors in accordance with the Guarantees and any other Person expressly named a party to any other agreement entered into in connection with the Transactions) and then only with respect to the specific obligations set forth herein (or thereto therein), with respect to such party. Except to the extent set forth a named party to this Agreement (and the Guarantors in accordance with the Guarantees and any other Person expressly named a party to any other agreement entered into in connection with the Transactions) (and then only to the extent of the specific obligations undertaken by such named party herein and or therein. In furtherance , and not in limitation of the foregoingotherwise), and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that (x) no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holderdirector, controlling personofficer, Affiliateemployee, incorporator, member, manager, general or limited partner, stockholder, incorporatorAffiliate, agent, attorney, advisor or representative or assignee Affiliate of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in contract, tort, contract equity or otherwise), it being expressly agreed and acknowledged that no personal liability ) for any one or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any more of the aforementionedrepresentations, as suchwarranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Parent or Merger Sub under this Agreement or any other party expressly named a party in any other agreement entered into in connection with the Transaction (whether for indemnification or otherwise) or of or for any Proceeding based on, arising out of, in connection with or related to this Agreement or the Transactions and (y) no Financing Related Person shall have any liability (whether in contract, tort, equity or otherwise) to the Company or any other Company Party of or for any Proceeding based on, arising out of, or related to this Agreement, the Transactions, the Debt Financing, the Debt Financing Documents or the performance thereof or the transactions contemplated thereby; provided, however, that, notwithstanding the foregoing, nothing in this Section 10.13 shall in any manner way limit or modify the rights and obligations of Parent, Merger Sub or the Company under this Agreement or the obligations of the Financing Related Persons to Parent, Merger Sub and following the items in consummation of the immediately preceding clauses (a) through (d)Closing, the Company and its Subsidiaries under the Commitment Letters and the Debt Financing Documents.

Non-Recourse. All actions, obligations, losses Without limiting any claim or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby recourse under or in connection with the other Transaction Documents to be consummated, in each case, may only be made Debt Commitment Letter or against (and are those solely of) any of the Persons that are expressly named as parties hereto hereto, (a) any claim or thereto cause of action based upon, arising out of, or related to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise (including the Debt Financing) may only be brought against Persons that are expressly named as parties hereto, and then only with respect to the contraryspecific obligations set forth herein, each party covenants(b) no former, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present current or future direct or indirect equity holderholders, controlling personPersons, Affiliatestockholders, memberdirectors, managerofficers, employees, agents, affiliates, members, managers, general or limited partnerpartners or assignees of the Company, stockholderParent or the Purchaser or any of their respective affiliates nor any Financing Source or former, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present current or future direct or indirect equity holderholders, controlling personPersons, Affiliatestockholders, memberdirectors, managerofficers, employees, agents, affiliates, members, managers, general or limited partner, stockholder, incorporator, representative partners or assignee assignees of any Financing Source or any of the foregoing their respective affiliates (unless such Person is also a party)collectively, and none of the foregoing “Non-Party Persons”) shall have any liability hereunder or thereunder (in each case, whether in tort, contract 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 obligation for any of the aforementionedrepresentations, as suchwarranties, arising out covenants, agreements, obligations or liabilities of the Company, Parent or the Purchaser under this Agreement or of or for any action, suit, arbitration, claim, litigation, investigation, or proceeding based on, in respect of, or by reason of, the transactions contemplated hereby (including the breach, termination or failure to consummate such transactions), in connection with each case whether based on Contract, tort, strict liability, other Laws or related in otherwise and whether by piercing the corporate veil, by a claim by or on behalf of a party hereto or another Person or otherwise, and (c) each party hereto waives and releases all such liabilities and obligations against any manner to the items in the immediately preceding clauses such Non-Party Persons. (a) through (dSignature page follows).

Non-Recourse. All actionsNotwithstanding anything to the contrary contained herein or otherwise, obligationsthis Agreement may only be enforced against, losses and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby (other than with respect to the Related Agreements), may only be made against the entities and Persons that are expressly identified as Parties to this Agreement in their capacities as such or any permitted assignees of the foregoing, and no former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the Parties to this Agreement or for any claim (whether in tort, contract or otherwise) that may be based uponon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents respect of any representations or warranties made or alleged to be consummated, made in each case, may only be made against (and are those solely of) connection herewith. Without limiting the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee rights of any party against the other Parties hereto or thereto under the Related Agreements, subject to the terms, conditions and limitations contemplated therein, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party (unless such Person is also a party) or (ii) any pastfor the avoidance of doubt, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of including any of the foregoing (unless such Person is also a partySecurityholders), and none . None of the foregoing shall Parent’s Debt Financing Sources will have any liability hereunder to the Company or thereunder (in each caseits Affiliates relating to or arising out of this Agreement, the New Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby or thereby, whether at law, or equity, in tortcontract, contract in tort or otherwise), it being expressly agreed and acknowledged that no personal liability neither the Company nor any of its Affiliates will have any rights or losses whatsoever shall attach to, be imposed on or otherwise be incurred by claims against any of the aforementioned, as such, arising out of, in connection with Debt Financing Sources hereunder or related in any manner to the items in the immediately preceding clauses (a) through (d)thereunder.

Non-Recourse. All Notwithstanding anything that may be expressed or implied in this Agreement, any other Transaction Document or any document, certificate or instrument delivered in connection herewith or therewith or otherwise, each party hereby acknowledges and agrees, on behalf of itself and its respective Affiliates, that all actions, obligationssuits, losses claims, investigations or causes of action (whether in tort, contract or otherwise) proceedings that may be based upon, in respect of, arise under, out or of, by reason of, be connected with, or relate in any manner to (a) this Agreement and/or or any other Transaction DocumentDocument or the transactions contemplated hereunder or thereunder, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction DocumentDocument (including any representation or warranty made in, in connection with, or as an inducement to, any of the foregoing documents), (c) any breach or violation of this Agreement and/or or any other Transaction Document and (d) any the failure of the transactions contemplated hereby hereunder or in the by any other Transaction Documents Document, to be consummated, in each case, case may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to the extent set forth herein and thereinthereto, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees hereby acknowledges and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or any other Transaction Document or in connection with any transactions contemplated hereby or thereby shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless other such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless and no other such Person is also a party), and none of the foregoing shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether contract or in tort, contract in Law or in equity or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute or otherwise, be imposed on whether by or otherwise be incurred by any through attempted piercing of the aforementionedcorporate, as suchpartnership, limited partnership or limited liability company veil or any other theory or doctrine) for any losses, damages, claims, causes of action, obligations or liabilities of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal Liability or losses, damages, claims, causes of action, obligations or liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or representative of any party to this Agreement, through Buyer, any Seller or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of any party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable actions, suits, claims, investigations or proceedings, by virtue of any law, or otherwise, except for (i) claims of Actual Fraud, (ii) claims under and to the extent provided for in Article XI of this Agreement and (iii) claims against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement.

Non-Recourse. All actions(a) 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, losses liabilities or causes of action (whether in Contract or in tort, contract 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 in any manner to (ai) this Agreement and/or any other Transaction Documentor the Transactions, (bii) the negotiation, execution or performance of this Agreement and/or (including any other Transaction Documentrepresentation or warranty made in, in connection with, or as an inducement to, this Agreement), (ciii) any breach or violation of this Agreement and/or any other Transaction Document Agreement, and (div) any failure of the transactions contemplated hereby or in the other Transaction Documents Transactions to be consummated, in each case, may only be made only against (and are those solely of) the Persons persons that are expressly named identified herein as parties hereto or thereto a party to this Agreement and in accordance with, and subject to the extent set forth terms and conditions of, this Agreement (or the terms of any such other agreement referenced herein and therein. In furtherance and not or contemplated hereunder), in limitation the case of each of clauses (i) – (iv) other than (A) the foregoingCompany’s right to specifically enforce the Equity Commitment Letters in accordance with, and notwithstanding anything contained in subject to, the terms and conditions of this Agreement or and the other Transaction Documents or otherwise Equity Commitment Letters and (B) any claims that the Company may assert in accordance with the Limited Guarantee. (b) Notwithstanding anything to the contrarycontrary contained herein, each party covenants, agrees and acknowledges, the Company (on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement Affiliates) hereby agrees not to bring or support any other Transaction Document shall be had Action against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract 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, arising out of, Debt Financing Source in connection with this Agreement, the Debt Financing or related the transactions contemplated hereby or thereby, whether at law or equity, in any manner contract, in tort or otherwise; provided that, following consummation of the Merger, the foregoing will not limit the rights of the parties to the items in the immediately preceding clauses (a) through (d)Debt Financing under any commitment letter related thereto. No Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature.

Non-Recourse. All actions(a) Notwithstanding anything that may be expressed or implied in this Agreement to the contrary, and subject only to the specific contractual provisions hereof, by its acceptance hereof, each of the Parties acknowledges, covenants and agrees, on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of any of them, that all of its claims, obligations, losses or liabilities, causes of action action, or Proceedings (in each case, whether at law or in equity, and whether sounding in contract, tort, contract statute or otherwise) of any kind whatsoever that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, performance, or performance breach (whether willful, intentional, unintentional or otherwise) of this Agreement, including, without limitation, any representation or warranty made or alleged to be made in, in connection with, or an as inducement to, this Agreement and/or any (each of such above-described legal, equitable or other Transaction Documenttheories or sources of liability, a “Recourse Theory”), as applicable, (cor any of its Affiliates, or any Person claiming by, through, or on behalf of any of them) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made or asserted only against (and are those solely ofexpressly limited to) the Persons that are expressly named as parties “Parties” hereto or thereto and then only with respect to the extent specific obligations set forth herein and thereinwith respect to such Party. In furtherance and No Person who is not in limitation of the foregoinga Party (including, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrarywithout limitation, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future director, officer, employee, incorporator, member, partner, manager, direct or indirect equity holderequityholder, controlling personmanagement company, Affiliate, memberagent, managerattorney, general or limited partnerRepresentative of, stockholderand any financial advisor or lender to, incorporator, representative any Party or assignee any Affiliate of any party hereto or thereto Party (unless such Person is also a party) or all above-described Persons in this subclause (i), collectively, “Related Entities”), and (ii) any pastRelated Entities of such Related Entities (the Persons in subclauses (i) and (ii), present together with their respective successors, assigns, heirs, executors or future direct administrators, collectively, “Non-Parties” and each, individually, a “Non-Party”)) shall have any Liability or indirect equity holderobligation of any kind whatsoever in respect of, controlling personbased upon or arising out of any Recourse Theory. (b) Without limiting the generality of the foregoing, Affiliateto the maximum extent explicitly permitted or otherwise conceivable under applicable Laws (and subject only to the specific contractual provisions of this Agreement, memberbut, managerfor the avoidance of doubt, general not any tort or limited partnerother Recourse Theory), stockholder(i) each of the Parties, incorporatoron behalf of itself, representative its Affiliates, and any Persons claiming by, through or assignee on behalf of any of them, hereby waive, release and disclaim any and all right to seek or recover any damages or amounts under any Recourse Theory against any Non-Party, including without limitation, any Recourse Theory to avoid or disregard the foregoing entity form of any Party (unless such Person is also a party), and none of the foregoing shall have or any Affiliate thereof) or to otherwise seek to impose any liability hereunder or thereunder (in each case, whether in tort, contract 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, arising out of, relating to or in connection with a Recourse Theory on any Non-Parties, whether a Recourse Theory permitted by statute or related in based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, and (ii) the Parties disclaim any manner reliance upon any Non-Parties with respect to the items performance of this Agreement or any representation or warranty made (or alleged to be made) in, in connection with, or as an inducement to this Agreement. This Section 12.10 shall survive the immediately preceding clauses termination of this Agreement. (ac) through (d)Notwithstanding anything to contrary contained herein, nothing in this Section 12.10 will limit any claims or remedies of any Person against any other Person for Fraud.

Non-Recourse. All actions, obligations, losses Without limiting any claim or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby recourse under or in connection with the other Transaction Documents to be consummated, in each case, may only be made Debt Commitment Letter or against (and are those solely of) any of the Persons that are expressly named as parties hereto hereto, (a) any claim or thereto cause of action based upon, arising out of, or related to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise (including the Debt Financing) may only be brought against Persons that are expressly named as parties hereto, and then only with respect to the contraryspecific obligations set forth herein, each party covenants(b) no former, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present current or future direct or indirect equity holderholders, controlling personPersons, Affiliatestockholders, memberdirectors, managerofficers, employees, agents, affiliates, members, managers, general or limited partnerpartners or assignees of the Company, stockholderParent or the Purchaser or any of their respective affiliates nor any Financing Source or former, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present current or future direct or indirect equity holderholders, controlling personPersons, Affiliatestockholders, memberdirectors, managerofficers, employees, agents, affiliates, members, managers, general or limited partnerpartners or assignees of any Financing Source or any of their respective affiliates (collectively, stockholder“Non-Party Persons”) shall have any liability or obligation for any of the representations, incorporatorwarranties, representative covenants, agreements, obligations or assignee liabilities of the Company, Parent or the Purchaser under this Agreement or of or for any action, suit, arbitration, claim, litigation, investigation, or proceeding based on, in respect of, or by reason of, the transactions contemplated hereby (including the breach, termination or failure to consummate such transactions), in each case whether based on Contract, tort, strict liability, other Laws or otherwise and whether by piercing the corporate veil, by a claim by or on behalf of a party hereto or another Person or otherwise, and (c) each party hereto waives and releases all such liabilities and obligations against any such Non-Party Persons. (Signature page follows) Table of Contents IN WITNESS WHEREOF, Parent, the Purchaser and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. By: /s/ Xxxxxxxx (“Katy”) Motiey Name: Xxxxxxxx (“Katy”) Motiey Title: Chief Administrative Officer and Corporate Secretary By: /s/ Xxxxxxxx (“Katy”) Motiey Name: Xxxxxxxx (“Katy”) Motiey Title: President and Chief Executive Officer Table of Contents IN WITNESS WHEREOF, Parent, the Purchaser and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: President, CEO Table of Contents ANNEX I Notwithstanding any other provisions of the Offer or the Merger Agreement, and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable Law, the Purchaser shall not be required to accept for payment or pay for, may extend the Offer and may delay the acceptance for payment of, and the payment for, any validly tendered Shares pursuant to the Offer and not validly withdrawn prior to the expiration of the Offer, if (a) the Minimum Condition shall not have been satisfied at the Expiration Date, (b) the Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed at or prior to the Expiration Date or (c) any of the following events, conditions, state of facts or developments exists or has occurred and is continuing at the Expiration Date: (i) there shall be instituted any Action by any Governmental Authority against Parent, the Purchaser, the Company or any Company Subsidiary, or otherwise in connection with the Offer or the Merger, which remains pending and the outcome of which, if resolved in favor of such Governmental Authority, would reasonably be expected to (A) make illegal, enjoin, prohibit or impose any limitations on the making or consummation of the Offer or the Merger, (B) make illegal, enjoin, prohibit or impose any limitations on the ownership or operation by Parent, the Company or any of their respective Subsidiaries, of all or any material portion of the assets or businesses of Parent, the Company or any of their respective Subsidiaries as a result of or in connection with the Offer or the Merger or compel Parent or any of its Subsidiaries to dispose of or hold separately all or any portion of the business or assets of Parent, the Company or any of their respective Subsidiaries or impose any limitations on the ability of Parent, the Company or any of their respective Subsidiaries to conduct its business or own such assets at or following the Acceptance Time or (C) make illegal, enjoin, prohibit or impose any limitations on the ability of Parent or the Purchaser to acquire, hold or exercise full rights of ownership of the Shares to be acquired pursuant to the Offer or otherwise in the Merger, including the right to vote any Shares acquired or owned by Parent, the Purchaser or their respective Subsidiaries on all matters properly presented to the stockholders of the Company; (ii) there shall be any Law or Order enacted, entered, enforced, promulgated or which is deemed applicable by pursuant to an authoritative interpretation by or on behalf of a Governmental Authority of competent jurisdiction with respect to the Offer or the Merger, which has the effect of making illegal, enjoining, or prohibiting the consummation of the Offer and the Merger; (iii) (A) any representation or warranty of the Company contained in 3.11(a)(ii) shall fail to be true and correct in all respects, as of the date of the Merger Agreement, (B) any representation or warranty of the Company contained in Sections 3.1(a) and (c), 3.2(a) through (e), inclusive (but excluding the first sentence of Section 3.2(c), the second sentence of 3.2(f), 3.3, 3.25 and 3.27 (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein) shall fail to be true and correct in all material respects as of the date of the Merger Agreement or as of the Expiration Date with the same force and effect as if made on and as of such date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time) (it being understood that the representations and warranties of the Company contained Sections 3.2(a), Section 3.2(b), and Section 3.2(d) shall be deemed to fail to be true and correct in all material respects only if the Fully Diluted Net Shares as of the Closing Date (determined excluding (1) any shares of Company Common Stock subject to Company Equity Awards that are granted after the date of this Agreement in compliance with the terms of this Agreement, and (2) any shares of Company Common Stock subject to Company Equity Awards that vested in the ordinary course of business during the period commencing after the Capitalization Date and ending on the Closing Date, other than such shares that vest as a result of a Table of Contents vesting acceleration provision triggered in connection with the consummation of the transactions contemplated by this Agreement or a termination of services as an employee or service provider) exceeds the Fully Diluted Net Shares as of the Capitalization Date by more than 611,000 shares of Company Common Stock, or (C) any other representation or warranty of the Company contained in the Merger Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein) shall fail to be true and correct in any respect as of the date of the Merger Agreement or as of the Expiration Date with the same force and effect as if made on and as of such date, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time), except as has not had, individually or in the aggregate with all other failures to be true or correct, a Company Material Adverse Effect; (iv) the Company shall have materially breached or failed to perform or to comply with, in all material respects, its agreements and covenants to be performed or complied with by it under the Merger Agreement and such breach(es) or failure(s) shall not have been cured prior to the Expiration Date; (v) there shall have occurred since the date of the Merger Agreement and shall be continuing a Company Material Adverse Effect; (vi) the Company shall have failed to deliver a certificate of the Company, executed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated as of the Expiration Date, to the effect that the conditions set forth in paragraphs (iii), (iv) and (v) of this Annex I have been satisfied; (vii) the Marketing Period shall not have been completed; (viii) the Company shall have failed to deliver to Parent no later than two (2) Business Days prior to the Expiration Date, (i) an accurate and complete copy of a payoff letter, dated no more than ten (10) Business Days prior to the Expiration Date, with respect to all Company Debt, and all amounts payable to the lender thereof necessary to (x) satisfy such Company Debt and all other amounts payable to the lender thereof in full as of the Closing and (y) terminate and release any Liens related thereto or (ii) all applicable documents necessary to evidence the release and termination of all Liens and guarantees in respect of the Company Debt; and (ix) the Merger Agreement shall have been terminated in accordance with its terms. The foregoing conditions set forth in clause (c) of the initial paragraph of this Annex I are, for the sole benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances giving rise to any such conditions (except if any breach of the Merger Agreement or other action or inaction by Parent or the Purchaser has been a proximate cause of or proximately resulted in the failure or the non-satisfaction of any such condition) and, except as set forth in the following proviso, may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion, in each case subject to the terms of the Merger Agreement and the applicable rules and regulations of the SEC; provided, however, that clauses (a) and (b) and (c)(ii) shall not be waivable and may not be waived by the Purchaser. Any reference in this Annex I or the Merger Agreement to a condition contained in this Annex I being satisfied shall be deemed to be satisfied if such condition is so waived. The foregoing conditions shall be in addition to, and not a limitation of, the rights of the Purchaser to extend, terminate, amend and/or modify the Offer pursuant to the terms and conditions of the Merger Agreement. The failure by the Purchaser at any time to exercise any of the foregoing (unless rights shall not be deemed a waiver of any such Person is also a party), right and none of the foregoing each such right shall have be deemed an ongoing right which may be asserted at any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed time 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, arising out of, in connection with or related in any manner from time to the items in the immediately preceding clauses (a) through (d)time.

Non-Recourse. This Agreement may only be enforced against the named parties. All actions, obligations, losses or causes of action Legal Actions and Damages (whether in contract, tort, contract equity, law 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, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or or any of the other Transaction Documentagreements or documents contemplated hereby, (b) the negotiation, execution or performance of this Agreement and/or or any of the documents contemplated hereby (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documentagreements or documents contemplated hereby), (c) any breach or violation of this Agreement and/or (including the failure of any representation and warranty to be true or accurate) or any of the other Transaction Document agreements or documents contemplated hereby and (d) any failure of the transactions contemplated hereby by this Agreement (including the Merger) or in the other Transaction Documents agreements or documents contemplated hereby to be consummated, in each casethe case of clauses (a) through (d), may only be made only against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to this Agreement, the Debt Commitment Letter, the Fee Letter, the Equity Commitment Letter, the Limited Guaranty and the Confidentiality Agreement, and then only to the extent of the specific obligations of such Persons set forth herein and thereinin such document, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in any other provision of this Agreement or the other Transaction Documents or otherwise to the contrary, each party hereto covenants, agrees and acknowledgesacknowledges that (except to the extent named as a party to this Agreement, on behalf the Debt Commitment Letter, the Fee Letter, the Equity Commitment Letter, the Limited Guaranty or the Confidentiality Agreement, and then only to the extent of itself and its Affiliates and its and their respective representativesthe specific obligations of such parties set forth in such document, that as applicable) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other Transaction Document related document shall be had against (i) any past, present Non-Recourse Company Party or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each caseNon-Recourse Parent Party, whether in contract, tort, contract 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, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d).

Non-Recourse. All actions, obligations, losses Notwithstanding anything to the contrary in this Agreement or causes otherwise (a) any claim of action any type (whether at law or in equity, whether in contract, tort, contract statute or otherwise) that may be based upon, in respect of, directly or indirectly arise under, out or by reason of, be connected with, under or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) the negotiation, execution execution, performance or performance breach (whether willful, intentional, unintentional or otherwise) of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated(each of such above-described sources of claims, in each case, a “Recourse Theory”) may only be made or asserted solely against (and are those solely of) the Persons that are expressly named identified as the parties hereto or thereto in the preamble to and signature pages of this Agreement and solely in their capacities as such and as expressly permitted by and subject to the extent set forth herein terms and therein. In furtherance and not in limitation conditions of the foregoingthis Agreement, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each (b) no Person who is not a party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against hereto (including (i) any pastformer, present current or future direct or indirect equity holderequityholder, controlling personPerson, management company, incorporator, member, limited or general partner, manager, director, officer, employee, agent, Lender Related Party, Affiliate, memberattorney or representative of a party hereto or any Affiliate of such party (all above-described Persons in this clause (i), managercollectively, general “Affiliated Persons”), and (ii) any Affiliated Persons of such Affiliated Persons (the Persons in clauses (i) and (ii), together with their respective successors, assigns, heirs, executors or limited partneradministrators, stockholdercollectively, incorporatorbut specifically excluding the parties hereto and their respective successors and permitted assigns, representative “Non-Parties”)) has or assignee shall have any liability whatsoever directly or indirectly arising under or relating to any Recourse Theory. Without limiting the rights of any party hereto against the other parties hereto, in no event shall any party or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Party. Notwithstanding the foregoing (unless such Person is also a party)foregoing, and none of the foregoing this Section 17.15 shall have any liability hereunder or thereunder (in each case, whether in tort, contract 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, arising out of, in connection with or related in any manner subject to the items in the immediately preceding clauses (a) through (dSection 14.10(c)(i).

Non-Recourse. All actionsEach party agrees, on behalf of itself and its affiliates and Related Parties, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract 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 in any manner to to: (aA) this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (bB) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (cC) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein and (dD) any failure of the transactions contemplated hereby hereunder or in under any Transaction Document or any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons persons that are expressly named identified as parties hereto or thereto to this Agreement and, in accordance with, and subject to the extent set forth herein terms and therein. In furtherance and not in limitation conditions of the foregoingthis Agreement, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates respective affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling other person, Affiliateincluding any Parent Related Party, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling and no other person, Affiliateincluding any Parent Related Party, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract 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) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), 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, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that the Company may assert against the Guarantors, if, as and when required pursuant to the terms and conditions of the Limited Guarantee. Notwithstanding anything to the contrary herein or otherwise, no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsclaims, obligations, losses or causes of action action, obligations or liabilities (whether in contract or in tort, contract in law or otherwisein 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 (a) this Agreement and/or any other Transaction Documentor Contemplated Transaction, (b) or the negotiation, execution execution, or performance of this Agreement and/or (including any other Transaction Document, (c) any breach representation or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummatedwarranty made in, in each caseconnection with, or as an inducement to, this Agreement), may only be made only against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties hereto or thereto Seller and Buyer in the preamble to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or (the other Transaction Documents or otherwise to the contrary“Contracting Parties”). No Person who is not a Contracting Party, each party covenantsincluding any current, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present former or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, stockholder, equityholder, subsidiary, parent company, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any party hereto financial advisor or thereto (unless such Person is also a party) lender to, any Contracting Party, or (ii) any pastcurrent, present former or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of any of the foregoing (unless such Person is also a partycollectively, the “Non-Recourse Party”), and none of the foregoing shall have any liability hereunder (whether in contract or thereunder (in each case, whether in tort, contract in law or otherwise)in equity, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute) for any claims, be imposed on causes of action, obligations or otherwise be incurred by any of the aforementionedliabilities arising under, as such, arising out of, in connection with with, or related in any manner to this Agreement or the items Contemplated Transaction or based on, in respect of, or by reason of this Agreement or the immediately preceding clauses Contemplated Transaction or the negotiation, execution, performance, or breach of this Agreement (aother than as set forth in this Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such claims, causes of action, obligations and liabilities against any such Non-Recourse Party. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in this Agreement, (i) through each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise 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 (d)i) each Contracting Party disclaims any reliance upon any Non-Recourse Party with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its controlled Affiliates (and in the case of the Company, the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, controlled Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company and its controlled Affiliates), that all Proceedings, claims, obligations, losses Liabilities, or causes of action (whether in contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, limited liability company or other entity 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 in any manner to to: (a) this Agreement and/or or any other Transaction Documentagreement referenced herein or contemplated hereby or the transactions contemplated hereunder or thereunder (including the Financing), (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein or contemplated hereby (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 and/or or any other Transaction Document agreement referenced herein or contemplated hereby and (d) any failure of the Teton Merger or any other transactions contemplated hereunder or under any other agreement referenced herein or contemplated hereby or in (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto in the preamble to this Agreement (or thereto any other agreement referenced herein or contemplated hereby, as applicable) and in accordance with, and subject to the extent set forth terms of, this Agreement (or any other agreement referenced herein and thereinor contemplated hereby, in each case as applicable). In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary contained in this Agreement or the any other Transaction Documents agreement referenced herein or otherwise to the contrarycontemplated hereby, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective controlled Affiliates (including the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, controlled Affiliates, members, managers, general or limited partners, stockholders and assignees of each of such party and its and their respective representativescontrolled Affiliates), that no recourse under this Agreement or any other Transaction Document agreement referenced herein or contemplated hereby or in connection with the Teton Merger or any other transactions contemplated hereby or thereby (including the Financing) shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)other Person, and none of the foregoing no other Person, shall have any liability hereunder Liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, limited liability company or other entity veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or Liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), 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 aforementionedaforementioned non-parties, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case (for clarity) except for (and without in any manner limiting or applying to) claims or any other remedies that the Company may assert, pursue or obtain (i) against any Person that is party to, and pursuant to the terms and conditions of, the Confidentiality Agreement, (ii) against each Investor under, and pursuant to the terms and conditions of, the Guarantee, (iii) against each Investor in accordance with, and pursuant to the terms and conditions of, the Preferred Securities Commitment Letter, including for specific performance or other equitable relief of its obligation to fund its committed portions of the Preferred Securities Financing subject to the terms and conditions thereof, or (iv) against Parent or Teton Merger Sub or any other Parent Restructuring Entity under, and pursuant to the terms and conditions of, this Agreement or the Contribution Agreement.

Non-Recourse. All actionsEach party agrees, obligationson behalf of itself and its Related Parties, losses or causes of action that all Proceedings (whether in contract or in tort, contract 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 in any manner to to: (a) this Agreement and/or Agreement, any documents, certificates, instruments or other Transaction Documentpapers that are reasonably required for the consummation of the transactions contemplated herein (the “Ancillary Documents”), or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentof the Ancillary Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the Ancillary Documents); (c) any breach or violation of this Agreement and/or or any other Transaction Document of the Ancillary Documents; and (d) any failure of any of the transactions contemplated hereby hereunder or in thereunder (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are are, in the case of this Agreement, expressly named identified as parties hereto or thereto to this Agreement, and in the case of the Ancillary Documents, Persons expressly identified as parties to such Ancillary Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such Ancillary Documents, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Ancillary Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present of the Ancillary Documents or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of in connection with any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability transactions contemplated hereunder or thereunder (in each caseincluding the Financing) will be sought or had against any other Person, whether in tortincluding any Related Party and any Debt Financing Sources, contract or otherwise)and no other Person, it being expressly agreed including any Related Party and acknowledged that no personal any Debt Financing Sources will have any liability or losses whatsoever shall attach toobligation, be imposed on for any claims, causes of action or otherwise be incurred by any of the aforementionedliabilities arising under, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability, obligation or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2, Section 8.3 and this Section 9.17) (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement or a Tender and Support Agreement, (ii) against each Investor for specific performance of its obligation to fund its committed portion of the Equity Financing solely in accordance with, and pursuant to the terms and conditions of, Section 6 of the Equity Commitment Letter or (iii) against the Company, Parent or Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, obligationsby execution hereof, losses each of the Parties covenants, agrees and acknowledges it has no, and no other Person has any, rights of recovery whatsoever under this Agreement against, or causes of action any claim (whether in tort, contract or otherwise) that may be based uponon, in respect of, arise under, out or by reason of, be connected withany transaction under or in connection with this Agreement, or relate in respect of any manner to representations (awhether written or oral) this Agreement and/or any other Transaction Document, (b) the negotiation, execution made or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents alleged to be consummatedmade in connection herewith, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoingagainst, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on upon or otherwise be incurred by by, any former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates, members, managers or general or limited partners of any of the aforementionedParties or any former, as suchcurrent or future stockholder, arising out ofcontrolling person, director, officer, employee, general or limited partner, member, manager, advisors, representatives, Affiliate or agent of any of the foregoing (each a “Non-Recourse Party”), through such Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of such Party or otherwise against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, in connection with each case, other than rights of recovery and claim that a Party has (a) against another Party (or related in any manner its successors or assigns, including the Liquidating Entity) pursuant to the items terms of this Agreement, or any agreement entered into pursuant to this Agreement, including the Contribution Agreement, Purchase Agreement and the Transition Services Agreement, (b) from Guarantor (but not any other Non-Recourse Party) under the Guarantee, and (c) in respect of the immediately preceding Confidentiality Agreement or the Access Agreement (the claims described in clauses (a) through ), (db), and (c), the “Non-Prohibited Claims”). Each of the Parties hereby covenants and agrees that it shall not institute, and it shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, this Agreement or the transactions contemplated thereby, except for Non-Prohibited Claims.

Non-Recourse. All actionsExcept as expressly set forth in the other Transaction Documents (including the Equity Financing Commitment) or the Confidentiality Agreement, all claims, obligations, losses liabilities, or causes of action (whether at Law, in tortequity, contract in contract, in tort or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or or any other Transaction Document, (b) or the negotiation, execution execution, or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) including any failure of the transactions contemplated hereby representation or warranty made in, in the connection with, or as an inducement to, this Agreement or any other Transaction Documents to be consummated, in each caseDocument ), may only be made only against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any such other Transaction Document shall be had against (i) the “Contracting Parties”). No Person who is not a Contracting Party, including any pastcurrent, present former or future direct or indirect equity holderequityholder, incorporator, controlling person, Affiliate, member, manager, general or limited partner, stockholdermember, Affiliate, assignee or representative of, and any financial advisor to, any Contracting Party, or any current, former or future equityholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholderAffiliate, incorporatorassignee or representative of, representative or assignee of any of the foregoing or any of their respective successors, predecessors or assigns (unless such Person is also a partyor any successors, predecessors or assigns of the foregoing) (collectively, the “Non-Party Affiliates”), and none of the foregoing shall have any liability hereunder Liability (whether in Law or thereunder (in each caseequity, whether in tort, contract or in tort or otherwise)) for any claims, it being expressly agreed and acknowledged that no personal liability causes of action, obligations, or losses whatsoever shall attach toliabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with with, or related in any manner to the items this Agreement or such other Transaction Document or based on, in respect of, or by reason of this Agreement or such other Transaction Document or its negotiation, execution, performance, or breach (other than as expressly set forth in the immediately preceding clauses other Transaction Documents, including, the Equity Financing Commitment, or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all claims, causes of action, obligations, or liabilities arising under, out 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 (aother than as expressly set forth in the other Transaction Documents, including, the Equity Financing Commitment, or the Confidentiality Agreement) through against any such Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (d)i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether at Law, in equity, in contract, in tort or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case arising under, out 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 and (ii) each Contracting Party disclaims any reliance upon any Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.