Common use of Non-Recourse Clause in Contracts

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Appears in 4 contracts

Samples: Merger Agreement (Nexstar Broadcasting Group Inc), Merger Agreement (Media General Inc), Merger Agreement (Meredith Corp)

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Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action All Legal Proceedings (whether in contract Contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement), ) may be made by the parties any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)hereto or thereto. No Person who is not a Contracting Partynamed party to this Agreement, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Representative of any of the foregoing named party to this Agreement that is not itself a named party to this Agreement (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract Contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, negotiation or execution, performance, ; and each party hereto or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby thereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of another Contracting Partythis Section 9(n). Without limiting Nothing in this Agreement precludes the foregoing, to the maximum extent permitted by Law, (a) each Contracting parties or any Non-Party hereby waives and releases Affiliates from exercising any and all rights, claimsand nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard each case under the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Merger Agreement or any representation other agreement to which they are specifically a party or warranty made in, in connection with, or as an inducement to this Agreementexpress third party beneficiary thereof. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction FinancingThis Section 9(n) is subject to, and does not alter the Financing Sources, solely in their respective capacities as lenders scope or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect application of, or by reason of (or in any way relating toSection 9(j), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Appears in 4 contracts

Samples: Support Agreement (Engine Capital, L.P.), Support Agreement (Hill International, Inc.), Tender and Support Agreement (Engine Capital, L.P.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by LawLaw (other than as set forth in the other Transaction Documents), (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Appears in 4 contracts

Samples: Merger Agreement (Lin Television Corp), Merger Agreement (Media General Inc), Merger Agreement (LIN Media LLC)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all All claims, obligations, Liabilities, or liabilities and causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise arising under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, relating in any manner to this Agreement), Agreement may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, and or any financial adviser, Financing Source advisor or lender to to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of actionliability, obligations, claims or Liabilities causes of action based upon, in respect of, arising under, out by reason of, in connection with, or related relating in any manner to this Agreement Agreement, whether by or based onthrough attempted piercing of the corporate veil, in respect of, by or through a claim by reason or on behalf of this Agreement any party hereto or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents)otherwise, and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, action and obligations against any such Nonparty Affiliates of another Contracting PartyAffiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, demands or causes of action that may otherwise be available at law Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementAffiliate, 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; otherwise and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Subject Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the parties other agreements or documents to be entered into among any of the Commitment Letter under Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any other party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthereto.

Appears in 4 contracts

Samples: Rollover Agreement (Emanuel Ariel), Rollover Agreement (Emanuel Ariel), Rollover Agreement (Silver Lake West HoldCo, L.P.)

Non-Recourse. Subject in all respects to the last sentence, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent otherwise set forth a Party (and then only to the extent of the specific obligations undertaken by such Party in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, advisor or representative Representative or Affiliate of any such Financing Source Party and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any party hereto one or more of the Company, Acquiror, Pubco Merger Sub, Corp Merger Sub or LLC Merger Sub under this Agreement of or for any claim (whether based on, arising out of, or related to this Agreement or the Transactions, and each Party hereby irrevocably and unconditionally waives and releases, to the fullest extent permitted under applicable Law, any and all rights, claims, causes of actions and liabilities related thereto. Notwithstanding the foregoing, nothing in contractthis Section 12.14 shall limit, tort amend or otherwise) waive any rights or obligations of any party to any Transaction Agreement for any claim based on, in respect of, of or by reason of (such rights or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesobligations.

Appears in 3 contracts

Samples: Merger Agreement (KORE Group Holdings, Inc.), Merger Agreement (KORE Group Holdings, Inc.), Merger Agreement (Cerberus Telecom Acquisition Corp.)

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth in the other Transaction Documentscontrary contained herein or otherwise, all claimsthis Agreement may only be enforced against, obligations, Liabilities, and any claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)the transactions contemplated hereby, may only be made by the parties hereto only against (and such representations and warranties are those solely of) against, the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives preamble and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (asignature pages hereto) 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 other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Persons that are expressly identified as parties to any other Transaction FinancingAgreement, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Equity Commitment Letter under or the terms thereofLimited Guaranty in their capacities as parties to such agreements, none of the Financing Sourcesand no former, nor current or any of the respective Affiliatesfuture equity holders, controlling persons, directors, officers, employees, agents and representativesagents, and no pastAffiliates, present members, managers or general or limited partners of any of the Persons that are expressly identified herein as parties to such agreements or any former, current or future stockholder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, agent, attorney Affiliate or representative agent of any such Financing Source of the foregoing, or any other non-party, shall have any liability for any obligations or liabilities of any party hereto under this Agreement the parties or for any claim (whether in contracttort, tort contract or otherwise) based on, in respect of, or by reason of (or in any way relating to)of, the transactions contemplated herebyhereby or thereby or in respect of any representations, including any dispute arising out of warranties or relating statements made or alleged to be made in any way connection herewith or therewith (except to the Commitment Letterextent such Person is expressly identified as a party to such other agreement). Without limiting the rights of either party against the other party, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source no event shall either party or any of their respective Affiliatesits Affiliates seek to enforce this Agreement against, directorsmake any claims for breach of this Agreement against, officersor seek to recover monetary damages for breach of this Agreement from, employeesany non-party, agents and representatives whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of their respective pastany statute, present regulation or future directorsApplicable Law, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesotherwise. The non-parties specified above shall be express third-party beneficiaries of this Section 9.10.

Appears in 3 contracts

Samples: Stock Purchase Agreement (SAFG Retirement Services, Inc.), Stock Purchase Agreement (SAFG Retirement Services, Inc.), Stock Purchase Agreement (American International Group, Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or the other transactions contemplated hereby, or the negotiation, execution, execution or performance of this Agreement or the transactions contemplated hereby (including any representation or warranty made in, in or in connection withwith this Agreement or any certificate, instrument or other document delivered in connection herewith or as an inducement toto enter into this Agreement or any such other certificate, this Agreement)instrument or other document delivered in connection herewith, may be made by only following the parties hereto only effectiveness of this Agreement and then against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)Parties hereto and thereto. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner named party to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoingother certificate, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, instrument 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 other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, document delivered in connection withherewith, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or including any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, equityholder, Affiliate, agent, attorney or representative of any named party to this Agreement or any such Financing Source other certificate, instrument or other document delivered in connection herewith nor the Seller Representative (collectively, “Non-Party Affiliates”), 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) for any obligations or liabilities of any party hereto under arising under, in connection with or related to this Agreement or any such other certificate, instrument or other document delivered in connection herewith (as the case may be) or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of this Agreement or any such other certificate, instrument or other document delivered in connection herewith (or in any way relating to), as the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby case may be) or the performance thereof negotiation or execution hereof or thereof; and the parties each Party hereto agree not to assert waives and releases all such liabilities, claims and obligations against any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of their respective Affiliates, directors, officers, employees, agents and representatives or any this provision of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis Agreement.

Appears in 3 contracts

Samples: Reorganization Agreement (P10, Inc.), Reorganization Agreement (P10, Inc.), Reorganization Agreement (P10, Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in, in or in connection withwith this Agreement, the Related Documents or as an inducement to, to enter into this Agreement), Agreement or the Related Documents) may be made by the parties any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble hereto or thereto. In no event shall any named party to this Agreement (or the “Contracting Parties”)Related Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a Contracting Partynamed party to this Agreement or the Related Documents, including without limitation any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee representative of any of the foregoing named party to this Agreement (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement Agreement, the Related Documents or for any claim based on, in respect of, or by reason of this Agreement Agreement, the Related Documents or its negotiation, their negotiation or execution, performance, ; and each party hereto or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby thereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect are intended third-party beneficiaries of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 9.12.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Merger Agreement (Hospitality Distribution Inc), Merger Agreement (Cec Entertainment Inc)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsNondisclosure Agreement, all claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Partyadvisor to, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities 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 (other than as set forth in the other Transaction DocumentsNondisclosure Agreement), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Nondisclosure Agreement, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Appears in 3 contracts

Samples: Stock Purchase Agreement (SMART Global Holdings, Inc.), Stock Purchase Agreement (SMART Global Holdings, Inc.), Stock Purchase Agreement (SMART Global Holdings, Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, managing member, general partner, manager, stockholdershareholder, principal, Affiliate, agent, attorney or assignee Representative of, and any financial adviser, Financing Source advisor or lender to any Contracting Partyto, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law Law or in equity, or granted by statutestatute or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities arising under, 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, performance or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting PartyNon-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law 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 other Contracting Party’s Nonparty Affiliate in respect of this AgreementNon-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; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty 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. Subject to The Parties acknowledge and agree that the rights Non-Party Affiliates are intended third-party beneficiaries of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 388.

Appears in 3 contracts

Samples: Lease Sale Agreement, Lease Sale Agreement, Lease Sale Agreement

Non-Recourse. Except to the extent otherwise set forth in the This Agreement may only be enforced against, and any claim, action, suit or other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be legal 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 this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made by brought against the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified named as parties in hereto and then only with respect to the preamble specific obligations set forth herein with respect to this Agreement (such party, except for claims that the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, Company or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of its Subsidiaries may assert in accordance with the foregoing (collectivelyGuarantees, the “Nonparty Affiliates”), shall have any Liability (whether in contract Equity Commitment Letters or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than the Confidentiality Agreement. Except as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute the Guarantees, the Equity Commitment Letters or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Confidentiality Agreement, shall have any rights no former, current or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, future officers, employees, agents and representativesdirectors, and no pastpartners, present direct or future directorindirect equity holders, officermanagers, employeemembers, incorporatorattorneys, memberagents, partner, stockholder, agent, attorney advisors or representative other Representatives of any such Financing Source party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in contracttort, tort contract or otherwise) based on, in respect of, of or by reason of (or in any way relating to), the transactions contemplated herebyby this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, including each party covenants, agrees and acknowledges that no recourse under this Agreement or any dispute arising out of other agreement referenced herein or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim transactions contemplated by this Agreement shall be sought or had against any Financing Source Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or any (B) pursuant to the express terms of their respective Affiliatesthe Guarantees, directors, officers, employees, agents and representatives the Equity Commitment Letters or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthe Confidentiality Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Tzuo Tien), Merger Agreement (Zuora Inc), Merger Agreement (Slaa Ii (Gp), L.L.C.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) Anything that may be based upon, expressed or implied in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made innotwithstanding, in connection with, or as an inducement to, this Agreement), may be made by each of the parties hereto only against (covenants, acknowledges and such representations and warranties are those solely of) agrees that no person other than the Persons that are expressly identified as parties in the preamble to this Agreement shall have any liability or obligation hereunder and that, (i) the “Contracting Parties”). No Person who is not fact that any affiliate of any of the parties to this Agreement may be a Contracting Partylimited liability company notwithstanding, including no recourse hereunder or under any currentdocuments or instruments delivered in connection herewith shall be had against any former, former current or future direct or indirect director, officer, employee, incorporator, memberagent, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partnersecurityholder, manageraffiliate, stockholder, Affiliatecontrolling person, assignee or representative of the parties hereto under this Agreement or under the Merger Agreement (any such person or entity, other than the parties to this Agreement, or assignee their assignees under this Agreement or the Merger Agreement, a “Related Party”) or any Related Party of any of such parties’ Related Parties (including, without limitation, in respect of any liabilities or 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) no personal liability whatsoever will attach to, be imposed on or otherwise incurred by any Related Party of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner parties to this Agreement or any Related Party of any of such parties’ Related Parties under this Agreement or for any claim based on, in respect of, or by reason of this Agreement the transactions contemplated hereby or its negotiation, execution, performancecontemplated by the Merger Agreement, or breach (other than as set forth by the creation of such transactions. Nothing in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute express or based on theories of equityimplied, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, is intended to or otherwise; and (b) each Contracting Party disclaims any reliance shall confer upon any person, other Contracting Party’s Nonparty Affiliates with respect to than the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights right, benefit or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative remedy of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto nature whatsoever under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis Agreement.

Appears in 2 contracts

Samples: Voting Rights Agreement (Regular Robert), Voting Rights Agreement (Selling Source LLC)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement Parties hereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee representative of, and any financial adviser, advisor or Debt Financing Source or lender to any Contracting PartyRelated Party to, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statutestatute or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for any claims, causes of action, obligations, obligations or Liabilities arising under, 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, performance or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting PartyNon-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law 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 other Contracting Party’s Nonparty Affiliate in respect of this AgreementNon-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; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty 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. Subject to The Parties acknowledge and agree that the rights Non-Party Affiliates are intended third-party beneficiaries of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 6.13.

Appears in 2 contracts

Samples: Transition Services Agreement (Copper Property CTL Pass Through Trust), Transition Services Agreement (J C Penney Co Inc)

Non-Recourse. Except (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except to the extent otherwise expressly set forth in the other Transaction Documentsapplicable Equity Commitment Letter, all claimsthe applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, obligations, Liabilities, Guaranty or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this the Confidentiality Agreement, or the negotiationrespectively, executionand not otherwise), or performance and this Agreement may only be enforced against, and any Action for breach of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made by against, the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the preamble case of a Sponsor, then only to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any extent of the foregoing (collectively, specific obligations undertaken by such Sponsor pursuant to the “Nonparty Affiliates”), applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or in tort, in law or in equity, or granted by statuteotherwise) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason breach of this Agreement or its negotiation, execution, performance, the Other Agreements or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreementany oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether granted by statute or based on theories through attempted piercing of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the corporate veil, unfairnessby or through an Action (whether in tort, undercapitalizationcontract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise; . The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to In no event shall the performance of this Agreement Company, the Sellers, the Trilogy Parties or any representation Person claiming by, through or warranty made infor the benefit of the Company, in connection withthe Sellers or the Trilogy Parties have any rights or claims against, or as an inducement seek to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereofobtain monetary damages from, none of the Contracting Parties, nor any Debt Financing Source or any of their respective Affiliatesformer, solely in their respective capacities as parties to this Agreementcurrent or future general or limited partners, shall have any rights stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, assignees in connection with this Agreement Agreement, the Debt Commitment Letter, the Debt Financing or the Transaction Financingtransactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Appears in 2 contracts

Samples: Equity Purchase Agreement (NorthStar Healthcare Income, Inc.), Equity Purchase Agreement (Griffin-American Healthcare REIT III, Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action All claims (whether in contract Contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement), ) may be made by the parties any party hereto or any third party beneficiary of any relevant provision hereof only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)hereto. No Person who is not a Contracting Partynamed party to this Agreement, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Representative of any of the foregoing named party to this Agreement that is not itself a named party to this Agreement (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract Contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, negotiation or execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), ; and each Contracting Party hereby party hereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting PartyNon-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or Nothing 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 other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of Section 7.13 precludes the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have express third party beneficiaries from exercising any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement to which they are specifically a party or for any claim (whether in contractan express third party beneficiary thereof. This Section 7.13 is subject to, tort and does not alter the scope or otherwise) based on, in respect application of, or by reason Section 7.12. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis Section 7.13.

Appears in 2 contracts

Samples: Purchase Agreement (Thermo Fisher Scientific Inc.), Purchase Agreement (Olink Holding AB (Publ))

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or the other Transaction Documents, or the negotiation, execution, execution or performance of this Agreement or the other Transaction Documents (including any representation or warranty made in, in or in connection with, with this Agreement or the other Transaction Documents or as an inducement to, to enter into this AgreementAgreement or the other Transaction Documents), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)hereto and thereto. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner named party to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against including any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, equityholder, Affiliate, agent, attorney or representative of any such Financing Source named party to this Agreement or the other Transaction Documents nor the Equityholder Representative (collectively, “Non-Party Affiliates”), 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) for any obligations or liabilities of any party hereto under arising under, in connection with or related to this Agreement or such other Transaction Documents (as the case may be) or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of this Agreement or such other Transaction Document (as the case may be) or in the negotiation or execution hereof or thereof; and each Party waives and releases all such liabilities, claims and obligations against any way relating to)such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement. For the avoidance of doubt, the transactions contemplated herebyCompany (on behalf of itself and its Affiliates and each officer, including director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof) (i) hereby waives any dispute claims or rights against any Debt Financing Source or Equity Financing Source relating to or arising out of or relating in any way to this Agreement, the Debt Commitment Letter, the Equity Commitment Letter, the Financing and the transactions contemplated thereby hereby and thereby, whether at law or the performance thereof in equity and the parties hereto agree whether in tort, contract or otherwise, (ii) hereby agrees not to assert bring or support any such claim or bring any actionsuit, suit action or proceeding against any Debt Financing Source or Equity Financing Source in connection with DOC ID - 32901658.22 95 this Agreement, the Debt Commitment Letter, the Equity Commitment Letter, the Financing and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (iii) hereby agrees to cause any such claim suit, action or proceeding asserted against any Debt Financing Source or any Equity Financing Source by or on behalf of their respective Affiliates, directors, officers, employees, agents and representatives the Company or any of their respective pastits Affiliates or any officer, present director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof in connection with this Agreement, the Debt Commitment Letter, the Equity Commitment Letter, the Financing and the transactions contemplated hereby and thereby to be dismissed or future directorsotherwise terminated. In furtherance and not in limitation of the foregoing waivers and agreements, officersit is acknowledged and agreed that no Debt Financing Source or Equity Financing Source shall have any liability for any claims or damages to the Company in connection with this Agreement, employeesthe Debt Commitment Letter, incorporatorsthe Equity Commitment Letter, members, partners, stockholders, Affiliates, agents, attorneys or representativesthe Financing and the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Merger Agreement (Priority Technology Holdings, Inc.), Merger Agreement (Priority Technology Holdings, Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or any other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in, in or in connection withwith this Agreement or any other document, certificate or instrument delivered pursuant hereto or as an inducement to, to enter into this Agreement), Agreement and the other documents delivered pursuant hereto) may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble Parties hereto or thereto. In no event shall any named Party to this Agreement or the other documents delivered pursuant hereto have any shared or vicarious liability for the actions or omissions of any other Person (except to the “Contracting Parties”extent set forth therein). No Person who is not a Contracting Partynamed Party to this Agreement or the other documents delivered pursuant hereto (or a successor or permitted assign to such parties), including without limitation any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee representative of any of the foregoing named Party to this Agreement (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity Party against its owners or affiliates) for any claims, causes of action, obligations, obligations or Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or any other document, certificate or instrument delivered pursuant hereto or for any claim based on, in respect of, or by reason of this Agreement or its negotiationany other document, execution, performance, certificate or breach instrument delivered pursuant hereto (other than as except to the extent set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), therein) or its negotiation or execution; and each Contracting Party hereby hereto or thereto waives and releases all such Liabilities, claims, causes of action, claims and obligations against any such Nonparty Non-Party Affiliates. The Parties acknowledge and agree that the Non-Party Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect are intended third-party beneficiaries of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 9.8.

Appears in 2 contracts

Samples: Subscription and Contribution Agreement, Subscription and Contribution Agreement (Matador Resources Co)

Non-Recourse. Except Anything herein or in any other Financing Document to the extent otherwise set forth in contrary notwithstanding, the obligations of the Loan Parties under this Agreement and each other Transaction DocumentsFinancing Document to which each Loan Party is a party, all claimsand any certificate, obligationsnotice, Liabilitiesinstrument or document delivered pursuant hereto or thereto, are obligations solely of such Loan Party and do not constitute a debt, liability or obligation of (and no recourse shall be made with respect to) any of their respective Affiliates (including Sponsor and its Affiliates), or causes of action (whether in contract or in tortany shareholder, in law or in equitypartner, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future directormember, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, director or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any employee of the foregoing Loan Parties or such Affiliates (collectively, the “Nonparty AffiliatesNon-Recourse Parties”), except that the foregoing shall have not limit the obligations or liabilities of any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Non-Recourse Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders Document to which such Non-Recourse Party is a party. No action under or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject any other Financing Document to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or which each Loan Party is a party shall be brought against any of the respective Affiliates, directors, officers, employees, agents and representativesNon-Recourse Party, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability judgment for any deficiency upon the obligations hereunder or thereunder shall be obtainable by any Secured Party against any Non-Recourse Party, except that the foregoing shall not limit the obligations or liabilities of any party hereto Non-Recourse Party under any Financing Document to which such Non-Recourse Party is a party. Notwithstanding any of the foregoing, it is expressly understood and agreed that nothing contained in this Section shall in any manner or way (i) restrict the remedies available to any Agent or Lender to realize upon the US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| Collateral or for under any claim (whether in contract, tort or otherwise) based on, in respect ofFinancing Document, or constitute or be deemed to be a release of the obligations secured by reason of (or in any way relating to), impair the transactions contemplated hereby, including any dispute enforceability of) the Liens and security interests and possessory rights created by or arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against from any Financing Source Document or (ii) release, or be deemed to release, any Non-Recourse Party from liability for its own willful misrepresentation, fraudulent actions, gross negligence or willful misconduct or from any of their respective Affiliates, directors, officers, employees, agents and representatives its obligations or liabilities under any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesFinancing Document to which such Non-Recourse Party is a party.

Appears in 2 contracts

Samples: Credit Agreement (Global Clean Energy Holdings, Inc.), Credit Agreement (Global Clean Energy Holdings, Inc.)

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth in the other Transaction Documentscontrary contained herein or otherwise, all claimsthis Agreement may only be enforced against, obligations, Liabilities, and any claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to the non-performance this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made by against the parties hereto only against (entities and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partytheir capacities as such and no former, including any current, former current or future directorstockholders, officerequity holders, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliatescontrolling persons, directors, officers, employees, general or limited partners, members, managers, agents and representativesor Affiliates (other than the Company) of any party hereto, and no pastor any former, present current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, agent, attorney agent or representative Affiliate of any such Financing Source of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement the parties or for any claim (whether in contracttort, tort contract or otherwise) based on, in respect of, or by reason of (of, this Agreement or in respect of any way relating to), the transactions contemplated hereby, including any dispute arising out of representations made or relating in any way alleged to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding be made in connection with herewith or therewith. Without limiting the rights of any such claim party against the other parties hereto, in no event shall any Financing Source party or any of their respective Affiliatesits Affiliates seek to enforce this Agreement against, directorsmake any claims for breach of this Agreement against, officersor seek to recover monetary damages from, employees, agents and representatives any Non-Recourse Party. Nothing herein precludes the parties or any Non-Recourse Parties from exercising any rights, and nothing herein shall limit the liability or obligations of their respective pastany Non-Recourse Party, present in each case under the Merger Agreement, Stockholders Agreements or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys any other agreement to which they are specifically a party or representativesan express third party beneficiary thereof.

Appears in 2 contracts

Samples: Voting Agreement (INC Research Holdings, Inc.), Voting Agreement (INC Research Holdings, Inc.)

Non-Recourse. Except Each of the following is herein referred to as an “Acquiror Non-Recourse Party”: each of Acquiror’s Affiliates and each of their respective present, former and future partners, members, equityholders and Representatives, and each of the Affiliates and present, former and future partners, members, equityholders and Representatives of any of the foregoing, and each of their respective heirs, executors, administrators, successors and assigns (“Affiliates” for purposes of the definition of “Acquiror Non-Recourse Party” to include the portfolio companies of investment funds advised or managed by any Affiliate of Acquiror), provided, however, that the term Acquiror Non-Recourse Party expressly excludes Acquiror, any Person that is assigned any interest in any of the Transaction Documents, the Subject Interests or the SRLP Entities to the extent otherwise set forth of such assignment and, after the Closing, the SRLP Entities. Except for the obligation of Guarantor in Section 11.14, no Acquiror Non-Recourse Party shall have any liability or obligation to Seller or its Affiliates (including for these purposes the other Transaction Documents, all claims, obligations, LiabilitiesSRLP Entities) of any nature whatsoever in connection with or under this Agreement, or causes the transactions contemplated hereby, and Seller hereby waives and releases all claims of action (whether in contract any such liability and obligation. Subject to Seller’s right to specific performance under Section 11.6, this Agreement may only be enforced against, and any dispute, controversy, matter or in tortclaim based on, in law related to or in equity, or granted by statute) that may be based upon, in respect of, arise under, arising out or by reason of, be connected with, or relate in any manner to of this Agreement, or the negotiation, execution, performance 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect consummation of this Agreement, whether granted by statute or based on theories of equitymay only be brought against, agencythe entities that are expressly named as Parties, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates then only with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement specific obligations set forth herein with respect to this Agreementsuch Party. Subject to the rights Section 11.10, each Acquiror Non-Recourse Party is expressly intended as a third-party beneficiary of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 11.13.

Appears in 2 contracts

Samples: Purchase Agreement (Sprague Resources Holdings LLC), Purchase Agreement (HP Bulk Storage Manager, LLC)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action All Legal Actions (whether in contract Contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in, in or in connection withwith this Agreement, the Related Documents or as an inducement to, to enter into this Agreement), Agreement or the Related Documents) may be made by the parties any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble hereto or thereto. In no event shall any named party to this Agreement (or the “Contracting Parties”)Related Documents have any shared or vicarious Liability for the actions or omissions of any other Person other than as provided in Section 8.17. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner named party to this Agreement or based onthe Related Documents, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against including any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative Representative of any such Financing Source named party to this Agreement that is not itself a named party to this Agreement or any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”), shall have any liability 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 any party to this Agreement for any obligations Liabilities arising under, in connection with or liabilities of any party hereto under related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (this Agreement, the Related Documents or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way relating toexpand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Appears in 2 contracts

Samples: Merger Agreement (Mitel Networks Corp), Merger Agreement (ShoreTel Inc)

Non-Recourse. Except to the extent otherwise set forth in the This Agreement may only be enforced against, and any claim, action, suit or other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be legal 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 this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made by brought against the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company Entities may assert in accordance with the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectivelyGuarantee, the “Nonparty Affiliates”), shall have any Liability (whether in contract Equity Commitment Letter or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than the Confidentiality Agreement. Except as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equitythe Guarantee, agencythe Equity Commitment Letter, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Confidentiality Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Voting Agreement or the Transaction FinancingRollover Agreements, whether at law no former, current or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, future officers, employees, agents and representativesdirectors, and no pastpartners, present equity holders, managers, members, attorneys, agents, advisors or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative other Representatives of any such Financing Source party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in contracttort, tort contract or otherwise) based on, in respect of, of or by reason of (the Transactions or in respect of any way relating to)written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, the transactions contemplated herebyeach party covenants, including agrees and acknowledges that no recourse under this Agreement or any dispute arising out of other agreement referenced herein or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim Transactions shall be sought or had against any Financing Source Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or any of their respective Affiliates(B) pursuant to the Guarantee, directorsthe Equity Commitment Letter or the Confidentiality Agreement, officers, employees, agents and representatives the Voting Agreement or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthe Rollover Agreements.

Appears in 2 contracts

Samples: Merger Agreement (Endeavor Group Holdings, Inc.), Merger Agreement (Emanuel Ariel)

Non-Recourse. (a) Except with respect to Actions arising under the extent otherwise set forth in the other Transaction DocumentsR&W Insurance Policy or any Ancillary Agreement, all claimsthis Agreement may only be enforced against, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be and any 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 this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made by brought against the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified named as parties in and signatories hereto and then only with respect to the preamble specific obligations set forth herein with respect to this Agreement (the “Contracting Parties”)such Party. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, named party and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties signatory to this Agreement, shall have including any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, manager, member, current or future direct or indirect equityholder, controlling person, trustee, partner, stockholder, Affiliate, agent, attorney or other representative of the Purchaser (including any such Vintage Person (other than the Investor to the extent set forth in the Equity Commitment)), the Debt Financing Source Sources, their respective Affiliates and any of their Representatives, partners, managers, members or equityholders) or the Seller, of any Affiliate of any Party or of any ESL Person, or any of their successors or permitted assigns (collectively, “Non-Recourse Parties”), shall have any liability for any obligations or liabilities of any party hereto Party under this Agreement or for any Action based on, in respect of or by reason of the transactions contemplated hereby, including any alleged nondisclosure or misrepresentations made by any such Persons, in each case, regardless of the legal 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. (b) Without limiting clause (a) above and without limiting any rights the Purchaser may have against any Debt Financing Source under the Debt Commitment Letters, no Debt Financing Source who is not a party to this Agreement shall have any liability to the Seller or any of its Affiliates for any obligations or liabilities of the Purchaser or for any claim (whether at law or in contractequity, tort tort, contract or otherwise) based on, in respect of, or by reason of (or in any way relating to)of, the transactions contemplated herebyhereby or in respect of any oral representations made or alleged to be made in connection herewith. Without prejudice to the Seller’s rights in Section 5.10(a), in no event shall the Seller or any of its Affiliates (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Debt Financing Source or (ii) seek to enforce the Debt Financing or the Debt Commitment Letters against, make any claims for breach of the Debt Financing or the Debt Commitment Letters against, or seek to recover monetary damages from, or otherwise xxx, any Debt Financing Source for any reason, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any the Debt Financing Source or any the Debt Commitment Letters or the obligations of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthe Debt Financing Sources thereunder.

Appears in 2 contracts

Samples: Equity and Asset Purchase Agreement (Liberty Tax, Inc.), Equity and Asset Purchase Agreement (Sears Hometown & Outlet Stores, Inc.)

Non-Recourse. Subject in all respects to the last sentence of this Section 12.14, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent otherwise set forth a Party (and then only to the extent of the specific obligations undertaken by such Party in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney attorney, advisor or representative Representative or Affiliate of any such Financing Source Party and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any party hereto one or more of the Company, or any Acquiror Party under this Agreement of or for any claim (whether based on, arising out of, or related to this Agreement or the Transactions, and each Party hereby waives and releases all claims, causes of actions and liabilities against any such non-recourse Person related thereto. Notwithstanding the foregoing, nothing in contractthis Section 12.14 shall limit, tort amend or otherwise) waive any rights or obligations of any party to any other Transaction Agreement for any claim based on, in respect of, of or by reason of (such rights or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesobligations.

Appears in 2 contracts

Samples: Merger Agreement (Supernova Partners Acquisition Co II, Ltd.), Merger Agreement (Supernova Partners Acquisition Co II, Ltd.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsEach Party agrees, all claimson behalf of itself and its affiliates, obligationsthat any suit, Liabilitiesclaim, action or causes of action proceeding (whether in contract Contract or in tort, in law Law or in equityequity or otherwise, or granted by statutestatute 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: (i) this Agreement, Agreement or any other transactions contemplated hereunder; (ii) the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)Agreement); (iii) any breach or violation of this Agreement; and (iv) any failure of the Mergers or any other transactions contemplated hereunder to be consummated, in each case, may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are are, in the case of this Agreement, expressly identified as parties in the preamble to this Agreement, subject to the terms and conditions of this Agreement. Notwithstanding anything in this Agreement (to the “Contracting Parties”). No Person who is not a Contracting Partycontrary, each Party agrees, on behalf of itself and its affiliates, that no recourse under this Agreement or in connection with the Mergers or any other transactions contemplated hereunder will be sought or had against any other Person, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee ofof its affiliates, and any financial adviserno other Person, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of including any of the foregoing (collectivelyits affiliates, the “Nonparty Affiliates”), shall will have any Liability liabilities or obligations (whether in contract Contract or in tort, in law Law or in equityequity or otherwise, or granted by statute) 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 claimssuit, causes of claim, action, obligationsproceeding, obligation or Liabilities liability arising under, 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 (other than as set forth the items in the other Transaction Documentsimmediately preceding clauses (i) through (iv), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage there shall be no liability under the Commitment Letter under the terms thereof, none of the Financing Sourcesthis Agreement of, nor or any of the respective Affiliatesrecourse under this Agreement to any trustee, directorsmanager, officers, employees, agents and representatives, and no past, present or future director, officer, employeeunitholder, incorporatorequityholder, member, partner, stockholder, agent, attorney employee or representative agent of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesParties.

Appears in 2 contracts

Samples: Merger Agreement (Nexpoint Diversified Real Estate Trust), Merger Agreement (Nexpoint Diversified Real Estate Trust)

Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated by this Agreement may only be brought against, the entities that are expressly named as parties hereto. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner a named as a party to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney attorney, advisor, or representative or affiliate of any such Financing Source of the foregoing (a “Non-Recourse Party”) shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any party hereto one or more of the Vendor Group or Purchaser under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreement (collectively, “Non-Recourse Matters”), and each of the Vendor Group or Purchaser (on behalf of themselves, their respective affiliates, and any Person claiming by, through or on behalf of the Vendor Group, the Purchaser or their respective affiliates) covenants and agrees that it shall not institute, and shall cause its agents, representatives and affiliates not to bring, make or institute any action, claim or proceeding (whether in contract, tort tort, equity or otherwise) based on, for a Non-Recourse Matter against any Non-Recourse Party. It is further understood and agreed that any certificate or certification contemplated by this Agreement and executed by an officer of a named party will be deemed to have been delivered only in respect of, such officer’s capacity as an officer of such named party (and not in his or by reason of (or in her individual capacity) and will not entitle any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not named party to assert any such claim or bring any action, suit or proceeding in connection with any such a claim against any Financing Source such officer in his or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesher individual capacity.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Synchronoss Technologies Inc), Asset Purchase Agreement (Synchronoss Technologies Inc)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action Action (whether in contract Contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in, in or in connection withwith this Agreement, the Related Documents or as an inducement to, to enter into this Agreement), Agreement or the Related Documents) may be made by the parties any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble hereto or thereto. In no event shall any named party to this Agreement (or the “Contracting Parties”)Related Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner named party to this Agreement or based onthe Related Documents, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against including any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative Representative of any such Financing Source named party to this Agreement that is not itself a named party to this Agreement or any of the Related Documents (“Non-Party Affiliates”), 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 any party to this Agreement for any obligations or liabilities of any party hereto under arising under, in connection with or related to this Agreement Agreement, the Related Documents or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to)this Agreement, the transactions contemplated herebyRelated Documents or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof claims and the parties hereto agree not to assert obligations against any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis Section 8.14.

Appears in 2 contracts

Samples: Merger Agreement (Fresh Market, Inc.), Merger Agreement (Fresh Market, Inc.)

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth contrary in this Agreement, subject only to the other Transaction Documentsrights of the Company under the Equity Commitment Letter and the Confidentiality Agreement, all claims, obligations, Liabilities, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement toto enter into, this Agreement), ) or the transactions contemplated by this Agreement may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties in the preamble to this Agreement in the Preamble to this Agreement. Subject to the rights of the Company under the Equity Commitment Letter (subject to the “Contracting Parties”limitations contained therein). No Person who is not a Contracting Party, no other Person, including any currentFinancing Source, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliateaffiliate, agent, attorney or assignee representative of, and any financial adviser, Financing Source or lender to any Contracting Party, or any currentfinancial advisor or lender to, former any party to this Agreement or future any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliateaffiliate, agent, attorney or representative of, or assignee of any financial advisor or lender to any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liabilities (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement (including in connection with or related in any manner to the Bank Commitment Letter (including, for the avoidance of doubt, any Alternative Commitment Letters) or Bank Financing (including, for the avoidance of doubt, any Alternative Financing) or the High Yield Debt Financing) or based on, in respect of, of or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesbreach.

Appears in 1 contract

Samples: Merger Agreement (Flow International Corp)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsThis Agreement may only be enforced against, all claimsand any claim or suit based on, obligations, Liabilities, arising out of or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner related to this Agreement, Agreement or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made inmay only be brought against, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble named Parties to this Agreement (and then only with respect to the “Contracting Parties”)specific obligations set forth herein with respect to the named Parties to this Agreement. No Person who is not a Contracting Partynamed party to this Agreement, including any currentpast, former present or future director, manager, officer, employee, incorporator, member, partner, managerdirect or indirect equityholder, stockholderAffiliate or Representative of the Corporation, Affiliatethe Vendor or any of their respective Affiliates will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to the Purchaser or any other Person resulting from (nor will the Purchaser have any claim with respect to) (i) the distribution to the Purchaser or its Representatives or the Purchaser’s or its Representatives’ use of or reliance on any information, documents, projections, forecasts or other material made available to Purchaser in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or assignee ofin connection with, the transactions contemplated by this Agreement or (ii) any claim based on, in respect of or by reason of the sale and purchase of the Corporation, including any financial adviseralleged non-disclosure or misrepresentations made by any such Persons or other Persons, Financing Source in each case, regardless of the legal theory under which such liability or lender obligation may be sought to any Contracting Partybe imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and each Party waives and releases all such liabilities and obligations against any currentsuch Persons. No Person who is not a named party to this Agreement, former including any past, present or future director, manager, officer, employee, incorporator, member, lender, partner, managerdirect or indirect equityholder, stockholder, Affiliate, Affiliate or assignee Representative of the Purchaser or any of the foregoing (collectively, the “Nonparty Affiliates”), shall their respective Affiliates will have or be subject to any Liability liability or indemnification obligation (whether in contract or in tort, in law ) to the Vendor or in equity, or granted by statuteany other Person resulting from (nor will the Vendor have any claim with respect to) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or claim based on, in respect of, of or by reason of this Agreement or its negotiation, execution, performancethe sale and purchase of the Corporation, or breach (other than as set forth in the other Transaction Documents)financing thereof, and, to the maximum extent permitted including any alleged non-disclosure or misrepresentations made by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates Persons or other Persons, in each case, regardless of another Contracting Party. Without limiting the foregoinglegal theory under which such liability or obligation may be sought to be imposed, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demandswhether sounding in contract or tort, or causes of action that may otherwise be available whether 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 other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims waives and releases all such liabilities and obligations against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesPersons.

Appears in 1 contract

Samples: Share Purchase Agreement

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsThis Agreement may only be enforced against, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be and any Legal Proceeding based upon, in respect of, arise under, arising out of or by reason of, be connected with, or relate in any manner related to this AgreementAgreement may only be brought against, 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified named as parties in the preamble to this Agreement (Agreement. Except to the “Contracting Parties”). No Person who is not extent named as a Contracting PartyParty to this Agreement, including any currentand then only to the extent of the specific obligations of such Parties set forth in this Agreement, former no past, present or future director, officer, employee, incorporatorshareholder, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporatorAffiliate, agent or advisor of any Party to this Agreement or any Conveyed Entity, nor any past, present or future shareholder, member, partner, manager, stockholderdirector, officer, employee, Affiliate, agent or assignee advisor of any of the foregoing (collectively, the “Nonparty AffiliatesNon-Parties”), shall will have any Liability (whether in contract or in contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsof the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or Liabilities arising under, out of, in connection with, or related in of any manner of the parties to this Agreement or for any Legal Proceeding based onupon, in respect of, arising out of or by reason of related to this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), and each Contracting Party hereby irrevocably waives and releases all such Liabilities, claims, causes of action, and obligations Liabilities or rights in any Legal Proceedings against any such Nonparty Affiliates of another Contracting Non-Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights None of the parties to the Commitment Letter under the terms thereofConveyed Entities, none of the Contracting Parties, nor Vendor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, Affiliates shall have any rights or claims against any Debt Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, Source in connection with this Agreement Agreement, the Debt Financing or the Transaction FinancingTransactions, whether at law Law or equity, in contractContract, in tort or otherwise. For ; provided that the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source foregoing shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or not in any way relating to), the transactions contemplated hereby, including limit or modify any dispute arising out of or relating in any way Debt Financing Source’s Liabilities and obligations to the Commitment Letter, Conveyed Entities after the transactions contemplated thereby or Closing under any definitive agreements with respect to the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesDebt Financing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (AltaGas Ltd.)

Non-Recourse. Except to From and after the extent otherwise set forth in the other Transaction DocumentsClosing, (i) all claims, obligations, Liabilities, claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or the other Transaction Agreements, or the negotiation, execution, execution or performance of this Agreement or the other Transaction Agreements (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the other Transaction FinancingAgreements or as an inducement to enter into this Agreement or the other Transaction Agreements), whether at law or equity, in contract, in tort or otherwise. For may be made only against the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents entities that are expressly identified as parties hereto and representativesthereto, and (ii) no Person who is not a named party to this Agreement or the other Transaction Agreements, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any such Financing Source named party to this Agreement or the other Transaction Agreements (“Non-Party Affiliates”), 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) for any obligations or liabilities of any party hereto under arising under, in connection with or related to this Agreement or such other Transaction Agreement (as the case may be) or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of this Agreement or such other Transaction Agreement (as the case may be) or in the negotiation or execution hereof or thereof; and each party hereto waives and releases all such liabilities, claims and obligations against any way relating to)such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement. Notwithstanding the foregoing, the transactions contemplated hereby, including any dispute arising out provisions of or relating in any way to this Section 10.12 shall not apply the Commitment Letter, the transactions contemplated thereby or the performance thereof definition of “Sellers” and the parties hereto agree not to assert use of that term throughout this Agreement and any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesother Transaction Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Polypore International, Inc.)

Non-Recourse. Except Other than to the extent otherwise set forth in the other Transaction DocumentsConfidentiality Agreement, all claimsthis Agreement may only be enforced against, obligations, Liabilities, and any claim or causes cause of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, arising out of or by reason of, be connected with, or relate in any manner related to this Agreement, or the negotiation, execution, execution or performance of this Agreement Agreement, or the transactions contemplated hereby (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject ) may only be brought against, the entities that are expressly named as Parties (or their successors or permitted assigns) and then only with respect to the rights of the parties specific obligations set forth herein with respect to such named Party or a third party beneficiary pursuant to Section 11.08. Except to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties extent a named party to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject a third party beneficiary pursuant to Section 11.08 (and then only to the rights of Montage under the Commitment Letter under the terms thereof, none extent of the Financing Sourcesspecific obligations of such party set forth in this Agreement and not otherwise) and except as set forth in the Confidentiality Agreement, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, advisor, Debt Financing Source or representative other Representative of any such Financing Source Party, or Affiliate of any of the foregoing (excluding any party to the Confidentiality Agreement, Buyer and Seller or their successors or permitted assigns), shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim Liability (whether in contract, tort tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or Liabilities of any Party under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way related to this Agreement, or the Commitment Letternegotiation, execution or performance of this Agreement, or the transactions contemplated thereby hereby (including any representation or warranty made in, in connection with, or as an inducement to this Agreement). Notwithstanding the performance thereof and the parties hereto agree not to assert foregoing, nothing contained in this Section 11.13 shall limit or restrict any such claim or bring any action, suit remedy based on or proceeding in connection with any such claim against any Financing Source arising out of Fraud or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesWillful Breach.

Appears in 1 contract

Samples: Securities Purchase Agreement (Azz Inc)

Non-Recourse. Except to the extent otherwise expressly set forth in this commitment letter or any document or instrument delivered in connection herewith, and notwithstanding the other Transaction Documentsfact that Trident Pine is a limited partnership, by its acceptance of the benefits of this commitment letter, Parent acknowledges and agrees that (a) all claims, obligations, Liabilities, claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreementcommitment letter, or the negotiation, execution, execution or performance of this Agreement commitment letter (including any representation or warranty made in, in or in connection with, with this commitment letter or as an inducement to, to enter into this Agreementcommitment letter), may be made by the parties hereto only against Trident Pine and (and such representations and warranties are those solely ofb) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), no Non-Recourse Party shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement commitment letter or for any claim based on, in respect of, or by reason of this Agreement commitment letter or its negotiation, negotiation or execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), and each Contracting Party hereby party hereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting Non-Recourse Party. Without limiting Recourse against Trident Pine pursuant to this commitment letter shall be the foregoingsole and exclusive remedy of Parent, Merger Sub and all of their respective Affiliates against Trident Pine, the Trident VII Funds (other than pursuant to the maximum extent permitted by Law, (aTrident VII Commitment Letter) 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 other Contracting Party’s Nonparty Affiliate Non-Recourse Parties in respect of this Agreement, whether granted by statute any liabilities or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalizationobligations arising under, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Merger Agreement or the Transaction FinancingTransactions. Notwithstanding the Company’s rights as third party beneficiary hereunder as contemplated by Section 11 hereof, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, Company is subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way Section 12 hereof to the Commitment Letter, the transactions contemplated thereby or the performance thereof same extent as Parent and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any Merger Sub. Non-Recourse Parties are expressly intended as third party beneficiaries of their respective Affiliates, directors, officers, employees, agents and representatives or any this provision of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis commitment letter.

Appears in 1 contract

Samples: Merger Agreement (Zyskind Barry D)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsThis Agreement may only be enforced against, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) and any Action 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 this Agreement, or the negotiation, execution, performance or performance breach (whether willful, intentional, unintentional or otherwise and whether sounding in contract, tort or otherwise), of this Agreement (including Agreement, including, without limitation, any representation or warranty made or alleged to have been made in, in connection with, with or as an inducement to, this Agreement)Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made by the parties hereto only or asserted against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties the Parties hereto in the preamble to and signature pages of this Agreement (the “Contracting Parties”)and solely in their capacities as such. No Person who is not a Contracting PartyParty hereto (including without limitation, including (a) any currentformer, former current or future directordirect or indirect equity holder, officercontrolling Person, employeemanagement company, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholderagent, Affiliate, attorney or assignee of representative of, and any of the foregoing financial advisor or lender to (all above-described Persons in this subclause (a), collectively, “Affiliated Persons”) a party hereto or any Affiliate of such party, and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the “Nonparty Affiliates”), shall parties hereto will have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, liability whatsoever in respect of, based upon or by reason arising out of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting PartyRecourse Theory. Without limiting the foregoingrights of any Party hereto against the other Parties hereto as set forth herein, to the maximum extent permitted by Lawin no event will any Party hereto, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty its Affiliates with respect to the performance of this Agreement or any representation Person claiming by, through or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights on behalf of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have them institute any rights or claims Action under any Recourse Theory against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesnon-Party.

Appears in 1 contract

Samples: Sale and Purchase Agreement (HL Acquisitions Corp.)

Non-Recourse. (a) This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of or related to this Agreement may only be brought against, the Persons that are expressly named as parties to this Agreement. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner named as a party to this Agreement, or as guarantor under the negotiationGuaranty, execution, or performance and then only to the extent of this Agreement (including any representation or warranty made in, the specific obligations of such parties set forth in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future director, officer, employee, incorporatorshareholder, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent or assignee representative of any party to this Agreement or any Subsidiary of the Company or any other Seller Party or Purchaser Party will have any liability (whether in contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or liabilities of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner parties to this Agreement or for any claim based onupon, in respect of, arising out of or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, related to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and . (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect Notwithstanding anything herein to the performance of this Agreement or any representation or warranty made incontrary, in connection witheach Seller Party, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereofCompany and its Subsidiaries, none of the Contracting Partiesequityholders, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreementofficers, shall have directors, employees and Representatives hereby waive any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers Sources in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with that may arise out of this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For , and each of the avoidance of doubtCompany and its Subsidiaries, subject equityholders, Affiliates, officers, directors, employees and Representatives agrees not to commence a proceeding against any Financing Source in connection with this Agreement or the transactions contemplated hereunder (including any proceeding relating to the Financing) and will not have any rights of Montage under the Commitment Letter under the terms thereof, none or claims against any of the Financing Sources, nor or any . In furtherance and not in limitation of the respective Affiliatesforegoing waiver, directors, officers, employees, agents and representatives, and it is agreed that no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations claims, losses, settlements, liabilities, damages, costs, expenses, fines or liabilities penalties to the Company or any of any party hereto under its Subsidiaries, equityholders, Affiliates, officers, directors, employees and Representatives in connection with this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativeshereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (New Residential Investment Corp.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents(a) This Agreement may only be enforced against, all claims, obligations, Liabilities, and any claim or causes cause of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, arising out of or by reason of, be connected with, or relate in any manner related to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made by the parties hereto only brought against (and such representations and warranties are those solely of) the Persons that are expressly identified named as parties in Parties (which for the preamble avoidance of doubt, does not include any Financing Source) and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a named Party to this Agreement (and then only to the “Contracting Parties”extent of the specific obligations undertaken by such named Party in this Agreement). No Person who is not a Contracting Party, including any currentno past, former present or future director, manager, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee of, and other Representative of any financial adviser, Party or of any Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law Law or in equity, or granted by statutebased upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities arising under, out of, in connection with, or related in of any manner to Party under this Agreement or for any claim based on, in respect of, or by reason of this Agreement of, the transactions contemplated hereby or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute any oral representations made or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect alleged to have been made in connection herewith. Notwithstanding anything to the performance contrary contained herein, each of this Agreement or any representation or warranty made inSellers, in connection withMembers, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereofAgent, none of the Contracting Parties, nor or any and each of their respective Affiliates, solely in Representatives and their respective capacities as parties to this Agreementsuccessors and assigns (each, shall have a “Waiving Party”) hereby waive any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, Source in connection with this Agreement Agreement, the Financing, the Commitment Letter or the Transaction FinancingDefinitive Agreements, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree each Waiving Party agrees not to assert commence or join in with any such claim or bring any actionclaim, suit cause of action or proceeding in connection with any such claim against any Financing Source in connection with this Agreement or any transaction contemplated hereby (including any claim, cause of their respective Affiliatesaction or proceeding relating to the Financing, the Commitment Letter or the Definitive Agreements). The Waiving Parties each acknowledge and agree to the confidentiality provisions contained in the Commitment Letter and the Redacted Fee Letters with respect thereto. (b) The provisions of this Section 12.12 are intended to be for the benefit of, and enforceable by, the directors, officers, employees, agents and representatives or any of their respective past, present or future directorsmanagers, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesand other Representatives of the Parties and the Financing Sources, and each such Person shall be an express intended third party beneficiary of this Section 12.12.

Appears in 1 contract

Samples: Product Purchase Agreement (Aceto Corp)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether based in contract or in contract, tort, in fraud, strict liability, other laws or otherwise, at law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties in the preamble introduction to this Agreement (the “Contracting Parties”or their respective successors or assignees). No Person person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties named party to this Agreement, shall have including without limitation any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholderequityholder, affiliate, agent, attorney or representative of any such Financing Source named party to this Agreement, 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) for any obligations or liabilities of any party hereto under arising under, in connection with or related to this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of this Agreement or its negotiation or execution. The Purchaser (on behalf of itself, each other Purchaser Related Party and any of their respective successors, heirs or representatives) covenants and agrees that it shall not institute, and shall cause its representatives and affiliates not to bring, make or institute any action, claim, proceeding (whether based in contract, tort, fraud, strict liability, other laws or otherwise, at law or in equity) arising under or in connection with this Agreement or any way relating to), of the transactions contemplated herebyhereby or thereby against any of the Blackstone Related Parties and that none of the Blackstone Related Parties shall have any liability or obligations (whether based in contract, including tort, fraud, strict liability, other Laws or otherwise) to the Purchaser or any dispute other Purchaser Related Party or any of their respective successors, heirs or representatives (or any person claiming by, through or on behalf of the Purchaser or any other Purchaser Related Party) thereof arising out of or relating in to this Agreement or any way to the Commitment Letter, of the transactions contemplated thereby hereby or thereby. Without limiting the performance thereof generality of the foregoing, to the maximum extent permitted under applicable law (and subject only to the parties hereto agree not to assert specific contractual provisions of this Agreement), the Purchaser (on behalf of itself, each other Purchaser Related Party, any such claim person claiming by, through or bring on behalf of the Purchaser or any actionother Purchaser Related Party, suit or proceeding in connection with any such claim against any Financing Source or and any of their respective Affiliatessuccessors, heirs or representatives) hereby waives, releases and disclaims any and all rights in respect of any such actions, claims, proceedings, obligations and liabilities against the Blackstone Related Parties. For the purpose of this Section 4.14, (i) “Purchaser Related Party” shall mean the Purchaser and each of its former, current or future general or limited partners, parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and their present and former directors, officers, members, employees, agents, attorneys, representatives, successors, beneficiaries, heirs and assigns and (ii) “Blackstone Related Party” shall mean each Seller, and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officersaffiliates, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or other representatives, successors, beneficiaries, heirs and assigns.

Appears in 1 contract

Samples: Share Repurchase Agreement (Crocs, Inc.)

Non-Recourse. Except 10.17.1. Notwithstanding anything to the extent otherwise set forth in the other Transaction Documentscontrary contained herein, all claimsthis Agreement may only be enforced against, obligations, Liabilities, and any claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)the Contemplated Transactions, may only be made by against the parties hereto only against (entities and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyin their capacities as such and no former, including any current, former current or future directorstockholders, officerequity holders, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliatescontrolling Persons, directors, officers, employees, general or limited partners, members, managers, agents and representativesor Affiliates of any party hereto, and no pastor any former, present current or future direct or indirect stockholder, equity holder, controlling Person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, agent, attorney agent or representative Affiliate of any such Financing Source of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under the parties to this Agreement or for any claim (whether in contracttort, tort contract or otherwise) based on, in respect of, or by reason of, this Agreement or the Contemplated Transactions or in respect of any representations made or alleged to be made in connection herewith (or except to the extent such Non-Recourse Party is a named party to any Transaction Document (and then only to the extent of the specific obligations undertaken by such named party in such Transaction Document and not otherwise)); provided, that nothing in this Section 10.17 shall in any way relating to)limit or qualify any Action based upon Actual Fraud committed by such Person against whom such Action is being made. Without limiting the rights of any party against the other parties hereto, 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 hereunder from, any Non-Recourse Party. 10.17.2. Notwithstanding anything to the contrary contained in this Agreement, none of the Debt Financing Parties shall have any liability to the Company (prior to the Closing) and Seller for any obligations or liabilities of any party under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, including any dispute arising out Debt Financing Party Related Proceeding and each of the Company (prior to the Closing) and Seller agrees that it will not bring, or relating permit any of its Affiliates to bring, any such Debt Financing Party Related Proceeding against or involving any Debt Financing Party and waives any rights or claims against any Debt Financing Party in connection with the foregoing (whether in contract, tort, equity or otherwise); provided that Buyer may enforce, and seek remedies under, the Debt Commitment Letter and nothing in this Agreement shall limit the rights of any of the parties to any Debt Commitment Letter or any other definitive agreement entered into in connection with the Debt Financing or any Alternative Financing. Each party hereto agrees that the Debt Financing Parties are express third party beneficiaries of, and may rely upon and enforce, any provisions in this Agreement reflecting the foregoing agreements in this Section 10.17.2 (including Sections 10.7(e) (solely to the extent it relates to this Section 10.17.2 and the Debt Financing Parties), 10.9 (solely to the extent it relates to the Debt Financing Parties), 10.10 (solely to the extent it relates to the Debt Financing Parties) and 10.11 (solely to the extent it relates to the Debt Financing Parties)) and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Parties” (and any other provision of this Agreement the amendment, modification or alteration of which has the effect of modifying such provisions) shall not be amended in any way materially adverse to the Debt Financing Parties, without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter, the transactions contemplated thereby or the performance thereof Letter (and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any amendment without such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents prior written consent shall be null and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesvoid).

Appears in 1 contract

Samples: Share Purchase Agreement (Frontdoor, Inc.)

Non-Recourse. Except to the extent otherwise expressly set forth in this commitment letter or any document or instrument delivered in connection herewith, and notwithstanding the other Transaction Documentsfact that each of the MDP VII Funds is a limited partnership, by its acceptance of the benefits of this commitment letter, Investor acknowledges and agrees that (a) all claims, obligations, Liabilities, claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreementcommitment letter, or the negotiation, execution, execution or performance of this Agreement commitment letter (including any representation or warranty made in, in or in connection with, with this commitment letter or as an inducement to, to enter into this Agreementcommitment letter), may be made by the parties hereto only against the MDP VII Funds and (and such representations and warranties are those solely ofb) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), no Non-Recourse Party shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement commitment letter or for any claim based on, in respect of, or by reason of this Agreement commitment letter or its negotiation, negotiation or execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), and each Contracting Party hereby party hereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting Non-Recourse Party. Without limiting Recourse against the foregoingMDP VII Funds pursuant to this commitment letter shall be the sole and exclusive remedy of Investor, Parent, Merger Sub and all of their respective Affiliates against the MDP VII Funds and the other Non-Recourse Parties (other than Investor pursuant to the maximum extent permitted by Law, (aSubscription Agreement) 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 other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute any liabilities or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalizationobligations arising under, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Subscription Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Merger Agreement or the Transaction FinancingTransactions or other transaction contemplated thereby. Notwithstanding the Parent’s rights as third party beneficiary hereunder as contemplated by Section 11 hereof, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, Parent is subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way Section 12 hereof to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any same extent as Investor. Non-Recourse Parties are expressly intended as third party beneficiaries of their respective Affiliates, directors, officers, employees, agents and representatives or any this provision of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis commitment letter.

Appears in 1 contract

Samples: Subscription Agreement (Zyskind Barry D)

Non-Recourse. Except with respect to any Fraud Claim, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby 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; provided, however, that nothing herein shall limit the rights and remedies of (i) Seller and its Affiliates under the Confidentiality Agreement, or (ii) the parties thereto under the Ancillary Agreements. Except with respect to any Fraud Claim and without limiting Seller’s rights and remedies under the Confidentiality Agreement or the rights and remedies of the parties thereto under the Ancillary Agreements, except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner a named party to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, and then only to the extent of the specific obligations undertaken by such named party in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofx) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney attorney, advisor or representative or Affiliate of any such Financing Source named party to this Agreement and (y) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any party hereto one or more of Seller, the Company or Buyer under this Agreement (whether for indemnification or otherwise) of or for any claim (whether in contract, tort or otherwise) based on, in respect arising out of, or by reason of (related to this Agreement or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating except as expressly set forth in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Green Plains Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action All Legal Actions (whether in contract Contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in, in or in connection withwith this Agreement, the Related Documents or as an inducement to, to enter into this Agreement), Agreement or the Related Documents) may be made by the parties any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble hereto or thereto. In no event shall any named party to this Agreement (or the “Contracting Parties”)Related Documents have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner named party to this Agreement or based onthe Related Documents, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against including any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative Representative of any such Financing Source named party to this Agreement that is not itself a named party to this Agreement or any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”), shall have any liability 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 any party to this Agreement for any obligations Liabilities arising under, in connection with or liabilities of any party hereto under related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to)this Agreement, the transactions contemplated herebyRelated Documents or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof claims and the parties hereto agree not to assert obligations against any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis Section 8.16.

Appears in 1 contract

Samples: Merger Agreement (Air Methods Corp)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement Parties hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, managing member, general partner, manager, stockholdershareholder, principal, Affiliate, agent, attorney or assignee Representative of, and any financial adviser, Financing Source advisor or lender to any Contracting Partyto, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law Law or in equity, or granted by statutestatute or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or the Related Agreements or based on, in respect of, or by reason of this Agreement or its their negotiation, execution, performance, performance or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting PartyNon-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law 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 other Contracting Party’s Nonparty Affiliate in respect of this AgreementNon-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; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty 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. Subject to The Parties acknowledge and agree that the rights Non- Party Affiliates are intended third-party beneficiaries of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 38.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement Parties hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, managing member, general partner, manager, stockholdershareholder, principal, Affiliate, agent, attorney or assignee Representative of, and any financial adviser, Financing Source advisor or lender to any Contracting Partyto, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law Law or in equity, or granted by statutestatute or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or the Related Agreements or based on, in respect of, or by reason of this Agreement or its their negotiation, execution, performance, performance or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting PartyNon-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law 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 other Contracting Party’s Nonparty Affiliate in respect of this AgreementNon-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; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty 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. Subject to The Parties acknowledge and agree that the rights Non-Party Affiliates are intended third-party beneficiaries of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 388.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law at Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement hereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee representative of, and any financial adviser, Financing Source advisor or lender to any Contracting Partyto, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law at Law or in equity, or granted by statutestatute or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for any claims, causes of action, obligations, obligations or Liabilities arising under, 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, performance or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting PartyNon-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law 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 other Contracting Party’s Nonparty Affiliate in respect of this AgreementNon-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; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty 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. Subject to The Parties acknowledge and agree that the rights Non-Party Affiliates are intended third-party beneficiaries of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 42.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Liquor License)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or the Ancillary Documents, or the negotiation, execution, execution or performance of this Agreement or the Ancillary Documents (including any representation or warranty made in, in or in connection with, with this Agreement or the Ancillary Documents or as an inducement to, to enter into this AgreementAgreement or the Ancillary Documents), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)Parties and thereto. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner named party to this Agreement or based onthe Ancillary Documents, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, including (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholderequityholders (including stockholders and optionholders), Affiliate, agent, attorney or representative of any such named party to this Agreement or the other Ancillary Documents, and (b) any Debt Financing Source Party, any affiliate of a Debt Financing Party and any director, officer, employee, incorporator, member, partner, equityholders (including stockholders and optionholders), Affiliate, agent, attorney or representative of the foregoing (“Non-Party Affiliates”), 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) for any obligations or liabilities of any party hereto under arising under, in connection with or related to this Agreement or such other Ancillary Document (as the case may be) or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of this Agreement or such other Ancillary Document (or in any way relating to), as the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby case may be) or the performance thereof negotiation or execution hereof or thereof; and the parties hereto agree not to assert each Party waives and releases all such liabilities, claims and obligations against any such claim or bring any actionNon-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement. Notwithstanding the foregoing, suit or proceeding this Section 10.19 shall in connection with any such claim no way limit Buyer’s recourse against any Financing Source or any Person in the case of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesFraud.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amn Healthcare Services Inc)

Non-Recourse. Except and only to the extent set forth in the Equity Commitment Letter and the HIG Purchase Agreement, this Agreement may only be enforced against, and a claim or cause of action based upon, arising out of, or related to this Agreement may only be brought by the expressly named party hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent otherwise set forth a named party and to the extent a named party to the Equity Commitment Letter (and then only to the extent of the specific obligations undertaken by such named party in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out this Agreement or by reason of, be connected with, or relate in any manner to this Agreement, or such named parties under the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this AgreementEquity Commitment Letter), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentno present, former or future directorAffiliate, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative other Representative of any such Financing Source party or their Affiliates shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim Liability (whether in contract, in tort or otherwise) for any obligations or Liabilities of any party which is not otherwise expressly identified as a party, and no recourse shall be brought or granted against any of them, by virtue of or based onupon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties, agreements or covenants of any party under this Agreement for any claim based upon, in respect of, or by reason of (or in any way relating to)of, the transactions contemplated hereby, including by the Transaction Documents or in respect of any dispute arising out of representations made or relating in any way alleged to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding have been made in connection with any such claim against any Financing Source or any therewith. The provisions of their respective this Section 9.7 are intended to be for the benefit of, and enforceable by the Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesand other Representatives referenced in this Section 9.7 and each such Person shall be a third-party beneficiary of this Section 9.7.

Appears in 1 contract

Samples: Securities Purchase Agreement (Surgery Partners, Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in at law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or the Related Agreements, or the negotiation, execution, execution or performance of this Agreement or the Related Agreements (including any representation or warranty made in, in or in connection with, with this Agreement or the Related Agreements or as an inducement to, to enter into this Agreement), Agreement or the Related Agreements) may be made by the parties hereto only against (and such representations and warranties are those solely of) the Entities or Persons that are expressly identified as parties in Parties hereto and thereto. Except to the preamble extent named as a Party to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Related Agreements (then only to the extent of the foregoing (collectively, the “Nonparty Affiliates”specific obligations of such Parties set forth in this Agreement or such Related Agreements), no Affiliate of Parent or the Company shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose Liability of an Entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or such other Related Agreement or any transactions contemplated hereby or thereby or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach such other Related Agreement (other than as set forth in the other Transaction Documentscase may be), and, to the maximum extent permitted by Law (other than as set forth in transactions contemplated hereby and thereby or the other Transaction Documents), negotiation or execution hereof or thereof; and each Contracting Party hereby hereto waives and releases all such Liabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliate of the Company or Parent. The Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives Company 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 other Contracting Party’s Nonparty Affiliate in respect Parent are expressly intended as third party beneficiaries of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance provision of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwiseSection 9.17. For the avoidance of doubt, subject this Section 9.17 shall not limit any remedies available to the rights of Montage any Person under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect ofNon-Disclosure Agreement, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby against Parent or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesCompany.

Appears in 1 contract

Samples: Securities Exchange Agreement (NextPlay Technologies Inc.)

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth contrary contained in the other Transaction Documentsthis Agreement or otherwise, all claimsthis Agreement may only be enforced against, obligations, Liabilities, and any claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to the non-performance this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made by against the parties hereto only against (entities and such representations and warranties are those solely of) the Persons persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)their capacities as such. No Person who is not a Contracting Partyformer, including any current, former current or future directorstockholders, officerequity holders, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliatescontrolling persons, directors, officers, employees, general or limited partners, members, managers, agents and representativesor affiliates (other than the parties to the Merger Agreement) of any party to this Agreement, and no pastor any former, present current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, agent, attorney agent or representative affiliate of any such Financing Source of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement the parties or for any claim (whether in contracttort, tort contract or otherwise) based on, in respect of, or by reason of (of, this Agreement or in respect of any way relating to), the transactions contemplated hereby, including any dispute arising out of representations made or relating in any way alleged to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding be made in connection with this Agreement. Without limiting the rights of any such claim party against the other parties to this Agreement, in no event shall any Financing Source party or any of their respective Affiliatesits affiliates seek to enforce this Agreement against, directorsor make any claims for breach of this Agreement against, officers, employees, agents and representatives any Non-Recourse Party. Nothing in this Agreement precludes the parties or any Non-Recourse Parties from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of their respective pastany Non-Recourse Party, present in each case under the Merger Agreement or future directorsany other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 10(n) is subject to, officersand does not alter the scope or application of, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 10(j).

Appears in 1 contract

Samples: Merger Agreement (Smart & Final Stores, Inc.)

Non-Recourse. Except Anything herein or in any other Transaction Document to the extent otherwise set forth in contrary notwithstanding, the obligations of the Borrower under this Agreement and each other Transaction DocumentsDocument to which the Borrower is a party, all claimsand any certificate, obligationsnotice, Liabilitiesinstrument or document delivered pursuant hereto or thereto, are obligations solely of the Borrower and do not constitute a debt or obligation of (and no recourse shall be made with respect to) the Parent or any of their respective Affiliates (other than the Loan Parties), or causes of action (whether in contract or in tortany shareholder, in law or in equitypartner, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future directormember, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, director or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any employee of the foregoing Parent or such Affiliates (collectively, the “Nonparty AffiliatesNon-Recourse Parties”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than except as hereinafter set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, Section or as an inducement expressly provided in any Transaction Document to this Agreementwhich such Non-Recourse Party is a party. Subject to the rights of the parties to the Commitment Letter No action under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or any other Financing Document to which the Transaction FinancingBorrower is a party shall be brought against any Non-Recourse Party, whether at law and no judgment for any deficiency upon the obligations hereunder or equity, in contract, in tort or otherwisethereunder shall be obtainable by any Secured Party against any Non-Recourse Party. For the avoidance of doubt, subject it is expressly understood and agreed that nothing contained in this Section shall in any manner or way (i) restrict the remedies available to any Agent or Lender to realize upon the rights of Montage Collateral or under the Commitment Letter under the terms thereofany Transaction Document, none or constitute or be deemed to be a release of the obligations secured by (or impair the enforceability of) the Liens and security interests and possessory rights created by or arising from any Financing SourcesDocument or (ii) release, nor or be deemed to release, any Non-Recourse Party from liability for its own fraudulent actions, gross negligence or willful misconduct or from any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any its obligations or liabilities of under any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way Transaction Document to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any which such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesNon-Recourse Party is a party.

Appears in 1 contract

Samples: Credit Agreement (GenOn Energy, Inc.)

Non-Recourse. Except to the extent otherwise set forth (a) This Agreement may only be enforced against, and any Action (whether in the other Transaction Documents, all claims, obligations, Liabilitiescontract or in tort or otherwise, or causes whether at law (including at common law or by statute) or in equity) that may be based on, arise out of action or relate to this Agreement or the negotiation, execution, performance or subject matter hereof, may only be brought against the Parties and the Unitholders. No Person who is not a Party (other than the Unitholders), including any past, present or future Representative of any of the Company, the RCP Parties, the GA Parties, the Blockers, the Blocker Sellers or any of their respective Affiliates, in each case, other than any Party, shall have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Purchaser or any other Person resulting from (nor shall Purchaser have any claim with respect to) (i) the distribution to Purchaser, or Purchaser’s use of, or reliance on, any information, documents, projections, forecasts or other material made available to Purchaser in law the Dataroom or otherwise, confidential information memoranda or management presentations in expectation of, or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected connection with, or relate in any manner to the transactions contemplated by this Agreement, or the negotiation, execution, or performance of this Agreement (including ii) any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or claim based on, in respect of, or by reason of, the sale and purchase of the Company or the Blockers pursuant to this Agreement Agreement, including any alleged non-disclosure or its negotiationmisrepresentations made by any such Persons, executionin each case, performanceregardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available whether 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 other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 each Party waives and releases all such liabilities and obligations against any such Persons. (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect Notwithstanding anything herein to the performance contrary, the Company, the Blockers and the Blocker Sellers (each, on behalf of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any itself and each of their respective AffiliatesRepresentatives (collectively, solely in their respective capacities as parties to this Agreement, shall have the “Debt Financing Related Parties”)) hereby waives any rights or claims against any Debt Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, Source in connection with this Agreement Agreement, the Debt Financing or the Transaction FinancingDebt Commitment Letter, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no pastthe Company, present or future directorthe Blockers and the Blocker Sellers (each, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative on behalf of itself and each of its Debt Financing Related Parties) agrees not to commence any such Action against any Debt Financing Source shall have any liability for any obligations or liabilities of any party hereto under in connection with this Agreement or for the transactions contemplated hereunder (including any claim (whether Action relating to the Debt Financing or the Debt Commitment Letter); provided that nothing in contract, tort or otherwisethis Section 11.16(b) based on, in respect of, or by reason of (or shall in any way relating to), limit or qualify the transactions contemplated hereby, including any dispute arising out obligations and liabilities of the Debt Financing Sources to Purchaser thereunder or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativestherewith.

Appears in 1 contract

Samples: Purchase Agreement (Del Frisco's Restaurant Group, Inc.)

Non-Recourse. Except to the extent otherwise as set forth in any Ancillary Agreement (and then only with respect to the other Transaction Documentsentities expressly named as parties therein and then only with respect to the specific obligations of such Party set forth therein), all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statutea) that this Agreement and the Ancillary Agreements may be enforced only against, and any action, legal proceeding or claim based upon, in respect of, arise under, arising out of or by reason of, be connected with, or relate in any manner related to this Agreement, the Ancillary Agreements 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), transactions contemplated hereby and thereby may be made by brought only against, the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified named as parties in and then only with respect to the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as specific obligations set forth in the other Transaction Documents), and, herein with respect to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting such Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made ineach Party, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, agent, attorney attorney, advisor, lender or representative or affiliate of any such Financing Source named Party 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 representations, warranties, covenants, agreements or other obligations or liabilities of any party hereto under this Agreement such named Party or for any action, legal proceeding or claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way related to this Agreement, the Commitment Letter, Ancillary Agreements or the transactions contemplated thereby or hereby and thereby. The provisions of this Section 10.15 are intended to be for the performance thereof benefit of, and enforceable by the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys attorneys, advisors, lenders and other representatives and affiliates referenced in this Section 10.15 and each such Person shall be a third-party beneficiary of this Section 10.15. Each Seller agrees that it shall not have any claim of any kind ("Claim") to, or representativesto any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event that the Sellers or any of them shall have any Claim against Hunter Maritime under this Agreement, the MOAs or any other Ancillary Agreement, such person or entity shall pursue such Claim solely against Hunter Maritime and its assets outside the Trust Account and not against any property or monies in the Trust Account.

Appears in 1 contract

Samples: Master Agreement (Hunter Maritime Acquisition Corp.)

Non-Recourse. Except to the extent otherwise set forth Notwithstanding anything that may be expressed or implied in this Agreement, except in the case of Fraud, by its acceptance of the benefits of this Agreement, each of the parties hereto covenants, agrees and acknowledges that no Persons other Transaction Documents, all claimsthan the parties hereto have any Liabilities, obligations, Liabilities, or causes of action commitments (whether in contract known or in tortunknown or whether contingent or otherwise) hereunder, in law and that, notwithstanding that the parties hereto or in equity, their respective managing members or granted by statute) that general partners may be based uponpartnerships or limited liability companies, in respect of, arise under, out or by reason of, be connected with, or relate in no party hereto has any manner to right of recovery under this Agreement, or the negotiationany claim based on such Liabilities, executionobligations, or performance of this Agreement (including any representation or warranty made incommitments against, in connection with, or as an inducement and no personal Liability shall attach to, this Agreement)the former, may be made by current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyor any former, including any current, former current or future stockholder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, Affiliate, Affiliate or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee agent of any of the foregoing (collectively, but not including the parties hereto, each, a Nonparty AffiliatesNon-Recourse Party”), shall have through any Liability (party hereto or otherwise, whether in contract by or in tortthrough attempted piercing of the corporate veil, in law by or in equitythrough a claim by or on behalf of any party hereto against any Non-Recourse Party, or granted by statute) for the enforcement of any 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, assessment or by reason any legal or equitable Proceeding, by virtue of this Agreement any statute, regulation or its negotiation, execution, performance, Law or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Partyotherwise. Without limiting the foregoing, to except in the maximum extent permitted case of Fraud, no claim will be brought or maintained by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement party hereto or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor their Affiliates or any of their respective Affiliates, solely in their respective capacities successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as parties a party to this Agreement, shall have any rights and no recourse will be brought or claims granted against any Financing Sourceof them, solely by virtue of or based upon any alleged misrepresentation or inaccuracy in their respective capacities as lenders or arrangers breach or nonperformance of any of the representations, warranties, covenants or agreements of any party hereto set forth or contained in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwiseAgreement. For the avoidance of doubt, subject to this Section 11.17 shall not limit or restrict the rights of Montage under the Commitment Letter under the terms thereofrights, none of the Financing Sources, nor obligations or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative enforceability of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesAncillary Agreement.

Appears in 1 contract

Samples: Equity Purchase Agreement (RMR Group Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action All claims (whether in contract Contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement), ) may be made by the parties any party hereto or any third party beneficiary of any relevant provision hereof only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)hereto. No Person who is not a Contracting Partynamed party to this Agreement, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholderdirector or indirect equityholder, Affiliate, agent, attorney or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Representative of any of the foregoing named party to this Agreement that is not itself a named party to this Agreement (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract Contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, negotiation or execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), ; and each Contracting Party hereby party hereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect are intended third-party beneficiaries of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of Section 2.21. The parties hereto are executing this Agreement or any representation or warranty made in, on the date set forth in connection with, or as an inducement the preamble to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.By: Name: Title: JXX XXXXXX If entity: By: Name: Title: Name: Address: Jxx Xxxxxx Invest AB [*****] 3,025,886 0 0 Jxx Xxxxxx [*****] 0 12,989 202,732

Appears in 1 contract

Samples: Transfer Restriction Agreement (Olink Holding AB (Publ))

Non-Recourse. Except Anything herein or in any other Financing Document to the extent otherwise set forth in contrary notwithstanding, the obligations of the Loan Parties under this Agreement and each other Transaction Documents101 Bakersfield Refinery - HoldCo Credit Agreement Financing Document to which each Loan Party is a party, all claimsand any certificate, obligationsnotice, Liabilitiesinstrument or document delivered pursuant hereto or thereto, are obligations solely of such Loan Party and do not constitute a debt, liability or obligation of (and no recourse shall be made with respect to) any of their respective Affiliates (including Sponsor and its Affiliates (other than any Loan Party)), or causes of action (whether in contract or in tortany shareholder, in law or in equitypartner, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future directormember, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, director or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any employee of the foregoing Loan Parties or such Affiliates (collectively, the “Nonparty AffiliatesNon-Recourse Parties”), except that the foregoing shall have not limit the obligations or liabilities of any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Non-Recourse Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders Document to which such Non-Recourse Party is a party. No action under or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject any other Financing Document to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or which each Loan Party is a party shall be brought against any of the respective Affiliates, directors, officers, employees, agents and representativesNon-Recourse Party, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability judgment for any deficiency upon the obligations hereunder or thereunder shall be obtainable by any Secured Party against any Non-Recourse Party, except that the foregoing shall not limit the obligations or liabilities of any party hereto Non-Recourse Party under any Financing Document to which such Non-Recourse Party is a party. Notwithstanding any of the foregoing, it is expressly understood and agreed that nothing contained in this Agreement Section shall in any manner or for way (i) restrict the remedies available to any claim (whether in contract, tort Agent or otherwise) based on, in respect ofLender to realize upon the Collateral or under any Financing Document, or constitute or be deemed to be a release of the obligations secured by reason of (or in any way relating to), impair the transactions contemplated hereby, including any dispute enforceability of) the Liens and security interests and possessory rights created by or arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against from any Financing Source Document or (ii) release, or be deemed to release, any Non-Recourse Party from liability for its own willful misrepresentation, fraudulent actions, gross negligence or willful misconduct or from any of their respective Affiliates, directors, officers, employees, agents and representatives its obligations or liabilities under any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesFinancing Document to which such Non-Recourse Party is a party.

Appears in 1 contract

Samples: Credit Agreement (Global Clean Energy Holdings, Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in, in or in connection withwith this Agreement, the Related Documents or as an inducement to, to enter into this Agreement), Agreement or the Related Documents) may be made by the parties any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble hereto or thereto. In no event shall any named party to this Agreement (or the “Contracting Parties”)Related Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a Contracting Partynamed party to this Agreement or the Related Documents, including without limitation the Lender Parties and any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee representative of any of the foregoing named party to this Agreement (collectivelytogether, the “Nonparty Non-Party Affiliates”), ) shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or affiliates) to any party to this Agreement for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement Agreement, the Related Documents or for any claim based on, in respect of, or by reason of this Agreement Agreement, the Related Documents or its negotiation, their negotiation or execution, performance, ; and each party hereto or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby thereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting Non-Party Affiliates; provided, however, that notwithstanding the foregoing, to nothing in this Section 8.12 shall in any way limit or modify the maximum extent permitted by Lawrights and obligations of Parent, Merger Sub or the Lender Parties under the Debt Financing Commitment (aor the Financing Agreements, when executed) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law Parent’s 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 other Contracting PartyMerger Sub’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to obligations under this Agreement. Subject to The parties acknowledge and agree that the rights Non-Party Affiliates are intended third-party beneficiaries of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 8.12.

Appears in 1 contract

Samples: Merger Agreement (Archipelago Learning, Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or any other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in, in or in connection withwith this Agreement or any other document, certificate or instrument delivered pursuant hereto or as an inducement to, to enter into this Agreement), Agreement and the other documents delivered pursuant hereto) may be made by the parties hereto only against (and such representations and warranties are those solely of) the Person or Persons that are expressly identified as parties in hereto or thereto. In no event shall any Party, or party to the preamble to this Agreement (other documents delivered pursuant hereto, have any shared or vicarious liability for the “Contracting Parties”)actions or omissions of any other Person. No Person who is not a Contracting Partynamed party to this Agreement or the other documents delivered pursuant hereto, including any currentpast, former present or future director, manager, officer, employee, incorporator, member, partner, manager, stockholderequity holder, Affiliate, agent, attorney or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee representative of any of the foregoing Party (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or any other document, certificate, information, due diligence materials or instrument delivered in connection with the transactions contemplated hereby or pursuant hereto or for any claim based on, in respect of, or by reason of this Agreement or any other document, certificate, information, due diligence materials or instrument delivered in connection with the transactions contemplated hereby or pursuant hereto or its negotiation, negotiation or execution, performance, ; and each party hereto or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby thereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Non-Party Affiliates. The Parties acknowledge and agree that the Non-Party Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect are intended third-party beneficiaries of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 9.15.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynegy Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action All Actions (whether in contract Contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or any ancillary agreement hereto, including the Equity Commitment Letter, or the negotiation, execution, performance or non-performance of this Agreement or any ancillary agreement hereto (including any representation or warranty made in, in or in connection withwith this Agreement, the ancillary agreements hereto or as an inducement to, to enter into this Agreement), Agreement or such ancillary agreements) may be made by the parties any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties hereto or thereto, including, in the preamble case of the Equity Commitment Letter, directly against the Equity Investor. In no event shall any named party to this Agreement (or any ancillary agreement hereto have any shared or vicarious liability for the “Contracting Parties”)actions or omissions of any other Person, except, in the case of the Equity Investor, the obligation to fund the Merger Consideration hereunder on behalf of Parent and Merger Sub pursuant to the Equity Commitment Letter. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner named party to this Agreement or based onany ancillary agreement hereto, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against including any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative Representative of any such Financing Source named party to this Agreement that is not itself a named party to this Agreement or any ancillary agreement hereto (“Non-Party Affiliates”), 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 any party to this Agreement for any obligations liabilities arising under, in connection with or liabilities of any party related to this Agreement, the ancillary agreements hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to)this Agreement, the transactions contemplated herebyancillary agreements hereto or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, including claims and obligations against any dispute arising out such Non-Party Affiliates; provided, for the avoidance of or relating doubt, nothing in any way this Section 8.6 shall impact the Equity Investor’s obligations to fund the Merger Consideration pursuant to the terms of the Equity Commitment Letter, . The parties acknowledge and agree that the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any Non-Party Affiliates are intended third-party beneficiaries of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis Section 8.6.

Appears in 1 contract

Samples: Merger Agreement (Bravo Brio Restaurant Group, Inc.)

Non-Recourse. Except (a) Without limiting the rights of the Parties hereunder, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby 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. Without limiting the rights of the Parties hereunder, except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner a named party to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, and then only to the extent of the specific obligations undertaken by such named party in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofi) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, advisor or representative or Affiliate of any such named party to this Agreement or any Equity Financing Sources and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any direct liability (whether in contract, tort, at law or in equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Parties under this Agreement of or for any claim based on, arising out of, or related to this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby and thereby, it being understood that this Section 11.16 shall not limit any liability or obligations of (A) the Debt Financing Sources to Buyer (or to the Debt Financing Subsidiary) pursuant to the Debt Commitment Letter, (B) the Forward Purchasers to Buyer pursuant to the Forward Purchase Agreements or (C) the Equity Financing Sources to Buyer pursuant to the Equity Commitment Letters, nor prevent the Company from seeking specific performance by Buyer of its obligations hereunder, including under Sections 7.7, 7.8 and 7.9. (b) Notwithstanding anything to the contrary contained in this Section 11.16, each of Seller and the Company (on behalf of itself and its Affiliates and each officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof) (i) hereby waives any claims or rights against any Debt Financing Source relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter and/or the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise and (ii) hereby agrees to cause any suit, action or proceeding asserted against any Debt Financing Source by or on behalf of Seller, the Company or any of their respective Affiliates or any officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waivers and agreements, it is acknowledged and agreed that no Debt Financing Source shall have any liability for any obligations claims or liabilities damages to Seller in connection with this Agreement, the Debt Financing, the Debt Commitment Letter and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, nothing in this Section 11.16(b) shall in any way limit or modify the rights of any party hereto Buyer or the Debt Financing Subsidiary under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Commitment Letter, the transactions contemplated thereby Letter or the performance thereof and the parties hereto agree not to assert obligations of any such claim or bring any action, suit or proceeding in connection with any such claim against any Debt Financing Source under the Debt Commitment Letter owing to Buyer or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthe Debt Financing Subsidiary.

Appears in 1 contract

Samples: Stock Purchase Agreement (One Madison Corp)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsThe parties acknowledge that (i) no direct or indirect equity holder or lender of any party, all claims(ii) no member of any board of managers or special committee of any party or any Affiliate of any party and (iii) no past, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former present or future director, officer, committee member, employee, incorporator, member, partner, manager, stockholder, Affiliate, partner or assignee of, and any financial adviser, Financing Source direct or indirect equity holder or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing party (collectivelysuch Persons described in clauses (i)-(iii) above, the “Nonparty AffiliatesNon-Recourse Parties)) is a party to this Agreement or, except as expressly contemplated therein as parties thereto, any Ancillary Agreement. The parties further acknowledge that none of the Non-Recourse Parties, whether individually or collectively, shall have any Liability (whether in contract liability whatsoever of any kind or in tort, in law or in equity, or granted by statute) description for any claims, causes Liabilities of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to party under this Agreement or, except as expressly contemplated therein as parties thereto, any Ancillary Agreement or for any claim based on, in respect of, or by reason of of, the transactions contemplated hereby or thereby. Accordingly, the parties hereby agree that in the event (a) there is any alleged breach or alleged default or breach or default by any party under this Agreement or its negotiation, execution, performance, any of the Ancillary Agreements or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon party has or may have any other Contracting Party’s Nonparty Affiliates with respect Claim arising from or relating to the performance terms of this Agreement or any representation or warranty made inAncillary Agreement, in connection withno party shall, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights right to, commence any proceedings or claims otherwise seek to impose any Liability whatsoever of any kind or description on or against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction FinancingNon-Recourse Parties, whether at law collectively or equityindividually, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (such alleged breach, default or in any way relating to)claim, the transactions contemplated hereby, including any dispute arising out of or relating in any way except and only to the Commitment Letter, the transactions extent that a Non-Recourse Party is expressly contemplated thereby or the performance thereof and the parties hereto agree not in an Ancillary Agreement as a party to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesAncillary Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement

Non-Recourse. Except Anything herein or in any other Transaction Document to the extent otherwise set forth in contrary notwithstanding, the obligations of the Borrower under this Agreement and each other Transaction DocumentsDocument to which the Borrower is a party, all claimsand any certificate, obligationsnotice, Liabilitiesinstrument or document delivered pursuant hereto or thereto, are obligations solely of the Borrower and do not constitute a debt or obligation of (and no recourse shall be made with respect to) the Parent or any of their respective Affiliates (other than the Loan Parties), or causes of action (whether in contract or in tortany shareholder, in law or in equitypartner, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future directormember, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, director or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any employee of the foregoing Parent or such Affiliates (collectively, the “Nonparty AffiliatesNon‑Recourse Parties”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than except as hereinafter set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, Section or as an inducement expressly provided in any Transaction Document to this Agreementwhich such Non-Recourse Party is a party. Subject to the rights of the parties to the Commitment Letter No action under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or any other Financing Document to which the Transaction FinancingBorrower is a party shall be brought against any Non-Recourse Party, whether at law and no judgment for any deficiency upon the obligations hereunder or equity, in contract, in tort or otherwisethereunder shall be obtainable by any Secured Party against any Non-Recourse Party. For the avoidance of doubt, subject it is expressly understood and agreed that nothing contained in this Section shall in any manner or way (i) restrict the remedies available to any Agent or Lender to realize upon the rights of Montage Collateral or under the Commitment Letter under the terms thereofany Transaction Document, none or constitute or be deemed to be a release of the obligations secured by (or impair the enforceability of) the Liens and security interests and possessory rights created by or arising from any Financing SourcesDocument or (ii) release, nor or be deemed to release, any Non-Recourse Party from liability for its own fraudulent actions, gross negligence or willful misconduct or from any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any its obligations or liabilities of under any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way Transaction Document to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any which such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesNon-Recourse Party is a party.

Appears in 1 contract

Samples: Credit Agreement (NRG Yield, Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action All claims (whether in contract Contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement), ) may be made by the parties any party hereto or any third party beneficiary of any relevant provision hereof only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)hereto. No Person who is not a Contracting Partynamed party to this Agreement, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholderdirector or indirect equityholder, Affiliate, agent, attorney or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Representative of any of the foregoing named party to this Agreement that is not itself a named party to this Agreement (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract Contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, negotiation or execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), ; and each Contracting Party hereby party hereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect are intended third-party beneficiaries of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of Section 5.21. The parties hereto are executing this Agreement or any representation or warranty made in, on the date set forth in connection with, or as an inducement the preamble to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Appears in 1 contract

Samples: Tender and Support Agreement (Thermo Fisher Scientific Inc.)

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Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, (a) All claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or the other Transaction Documents, or the negotiation, execution, execution or performance of this Agreement or the other Transaction Documents (including any representation or warranty made in, in or in connection with, with this Agreement or the other Transaction Documents or as an inducement to, to enter into this AgreementAgreement or the other Transaction Documents), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)hereto and thereto. No Person who is not a Contracting Partynamed party to this Agreement or the other Transaction Documents, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, Affiliate of the Sellers or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, the Group Companies or any currentof their respective current or former directors, former officers, employees, incorporators, members, managers, partners, shareholders, trustees, Affiliates, agents, attorneys or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing representatives (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or such other Transaction Document (as the case may be) or for any claim 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 such other Transaction Documents), and, to Document (as the maximum extent permitted by Law (other than as set forth in case may be) or the other Transaction Documents), negotiation or execution hereof or thereof; and each Contracting Party hereby hereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates Non-Party Affiliates. (b) Except as provided in Annex F, recourse of another Contracting Party. Without limiting the foregoing, Parent or Buyer to the maximum extent permitted by LawR&W Insurance Policy shall be Parent’s, (a) each Contracting Party hereby waives Buyer’s and releases their respective Affiliates’ sole and exclusive remedy for any breach of the representations and all rightswarranties of the Company, claims, demands, or causes of action that may otherwise be available at law or any Founder HoldCo and the Sellers contained 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 other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted except in the case of fraud. Parent and Buyer may not avoid the limitations on liability set forth in this Section 11.02 by statute seeking damages for breach of contract or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, tort or otherwise; and (b) each Contracting Party disclaims any reliance upon pursuant to any other Contracting theory of liability or by claiming against any Person entitled to claim over against a Party or such Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Non-Party Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Appears in 1 contract

Samples: Share Purchase Agreement (Agilysys Inc)

Non-Recourse. Except to the extent otherwise as expressly set forth in the other Confidentiality Agreement or the Transaction Documents, all claims, obligations, Liabilities, or causes of action or Proceedings (whether in contract or in tort, in law equity or in equityat Law, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, preparation, execution, delivery, performance or performance breach of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto brought only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties Parties in the preamble to of this Agreement (the each, a “Contracting PartiesParty”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, direct or assignee of, and any financial adviser, Financing Source indirect equity holder or lender to any Representative of such Contracting Party, Party or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Representative of any of the foregoing (collectively, the “Nonparty AffiliatesNon-Recourse Party”), shall have any Liability or other obligation (whether in contract or in tort, in law equity or in equityat Law, or granted by statute) for any claims, causes cause of action, obligations, action or Liabilities Proceeding 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, preparation, execution, delivery, performance, or breach (other than except as expressly set forth in the other Confidentiality Agreement or the Transaction Documents), ; and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)applicable Law, each Contracting Party hereby waives xxxxxx xxxxxx and releases all such Liabilities, claims, causes of action, action and obligations Proceedings against any such Nonparty Affiliates of another Contracting Non-Recourse Party. Without limiting the generality of the foregoing, to the maximum extent permitted by applicable Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action or Proceedings that may otherwise be available brought in equity or at law or in equityLaw, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability or other obligation of a any Contracting Party on any other Contracting Non-Recourse Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates 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. Subject Notwithstanding the foregoing, nothing in this Section 9.14 shall waive or release any Liability, obligation, cause of action or Proceeding under, or preclude any party to the rights of Confidentiality Agreement or any Transaction Document from making any claim under, the parties Confidentiality Agreement or any Transaction Documents, to the Commitment Letter under extent permitted therein and pursuant to the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, thereof (and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating toapplicable limitations set forth therein), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Appears in 1 contract

Samples: Transaction Agreement (Anghami Inc)

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth in the other Transaction Documentscontrary contained herein, (a) all claims, counter-claims, obligations, Liabilities, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, 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 by the parties hereto only against (and such representations and warranties are those solely of) Acuitas, Crede or XLLC, as the Persons that are expressly identified case may be, (b) no Person other than Acuitas (including without limitation any Non-Recourse Party of Acuitas), Crede (including without limitation any Non-Recourse Party of Crede) or XLLC (including without limitation any Non-Recourse Party of XLLC), as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”)case may be, shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, counter-claims, causes of action, obligations, obligations or Liabilities 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, performanceperformance or breach, or breach (other than as set forth in the other Transaction Documents), and, c) to the maximum extent permitted by Law applicable law, XLLC, on behalf of itself and its affiliates (including, after the Closing, NewCo) and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other than as set forth in representatives and agents of each of the other Transaction Documents)foregoing, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, counter-claims, causes of action, action and obligations against any such Nonparty Affiliates Non-Recourse Party of another Contracting Party. Without Acuitas and any such Non-Recourse Party of Crede (d) to the maximum extent permitted by applicable law, Acuitas and Crede, each, on behalf of itself and its affiliates and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, hereby waives and releases all such liabilities, claims, counter-claims, causes of action and obligations against any such Non-Recourse Party of XLLC, (e) without limiting the foregoing, to the maximum extent permitted by Lawapplicable law, XLLC, on behalf of itself and its affiliates (including, after the Closing, NewCo) and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, (ai) each Contracting Party hereby waives and releases any and all rights, claims, demandscounter-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 Acuitas or Crede or otherwise impose Liability liability of a Contracting Party Acuitas or Crede on any other Contracting Party’s Nonparty Affiliate in respect Non-Recourse Party of this AgreementAcuitas or any Non-Recourse Party of Crede, 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, undercapitalization or otherwise; otherwise and (bii) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates Non-Recourse Party of Acuitas or any Non-Recourse Party of Crede with respect to entering into, or the performance of, this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement, and (f) without limiting the foregoing, to the maximum extent permitted by applicable law, Acuitas and Crede, each, on behalf of itself and its affiliates and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, (i) hereby waives and releases any and all rights, claims, counter-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 XLLC or otherwise impose liability of XLLC on any Non-Recourse Party of XLLC, 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 (ii) disclaims any reliance upon any Non-Recourse Party of XLLC with respect to entering into, or the performance of, this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights For purposes of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source“Non-Recourse Party” means, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financingrespect to a party, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliatessuch party’s former, current and future equityholders, controlling Persons, directors, officers, employees, agents and agents, representatives, and no pastaffiliates, present members, managers, general or limited partners or assignees or successors (or any former, current or future equity holder, controlling Person, director, officer, employee, incorporatoragent, representative, affiliate, member, partnermanager, stockholder, agent, attorney general or representative limited partner or assignee or successor of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating tothe foregoing), the transactions contemplated hereby, including any dispute arising out of or relating in any way . The foregoing does not apply to the Commitment Letter, obligations of RE under Section 5.01 hereof and does not apply to the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesguaranty by RE.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Acuitas Group Holdings, LLC)

Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby 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. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner a named party to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, and then only to the extent of the specific obligations undertaken by such named party in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or commonly advised) fund, agent, attorney attorney, advisor or representative representative, or any of their respective assignees or successors, of any such Financing Source named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or commonly advised) fund, agent, attorney, advisor or representative, or any of their respective assignees or successors, of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any party hereto one or more of the Company, SPAC, Pubco or Merger Sub under this Agreement of or for any claim (whether in contract, tort or otherwise) based on, in respect arising out of, or by reason of (related to this Agreement, any Ancillary Agreements or in any way relating to), the transactions contemplated herebyhereby or thereby. Notwithstanding anything to the contrary contained herein, including nothing in this Section 11.14 shall limit any dispute Person’s right to enforce, or to bring any claim or cause of action based upon, arising out of or relating in related to, any way Ancillary Agreement against the Sponsor to the Commitment Letter, extent the transactions contemplated thereby or the performance thereof and the parties hereto agree not Sponsor is a party to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesAncillary Agreement.

Appears in 1 contract

Samples: Merger Agreement (Starry Holdings, Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action All claims (whether in contract Contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement), ) may be made by the parties any party hereto or any third party beneficiary of any relevant provision hereof only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)hereto. No Person who is not a Contracting Partynamed party to this Agreement, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholderdirector or indirect equityholder, Affiliate, agent, attorney or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Representative of any of the foregoing named party to this Agreement that is not itself a named party to this Agreement (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract Contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, negotiation or execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), ; and each Contracting Party hereby party hereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect are intended third-party beneficiaries of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of Section 5.21. The parties hereto are executing this Agreement or any representation or warranty made in, on the date set forth in connection with, or as an inducement the preamble to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective AffiliatesBy: Name: Title: By: Name: Title: Name: SUMMA EQUITY AB, solely in their respective capacities as parties with respect to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection Section 4.8 By: Name: Title: Knilo InvestCo AS1 [*****] Summa Equity AB [*****] with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, a copy to (which shall not have any rights or claims against any Contracting Party or any related person thereofconstitute notice) to: Ropes & Gray LLP [*****] 77,284,718 0 0 Oxxxx Xxxxx, in connection with this Agreement or [*****] 208,951 4,745 56,165 Cxxx Xxxxxxx [*****] 248,249 7,052 77,474 Rxxxxxx El Txxxx [*****] 0 3,026 33,618 Hxxxxxxxxx Xxxxxxxxx AB (Rxxxxxx El Txxxx [*****] 336,370 0 0 Ixx Xxxxxxxxx [*****] 616,544 2,345 23,707 Lxxxxxxxx Xxxx Technology (Uxx Xxxxxxxxx) [*****] 2,909,951 0 0 Lxxxx Xxxxxxx-Xxxxx [*****] 10,433 5,999 47,825 Nxxxxxx Xxxxxxx [*****] 133,034 0 51,313 Pxxxxx Xxxxxxx AS (Jxx Xxxxxx) [*****] 153,034 0 123,434 1 Summa Equity AB, indirectly through intermediary funds and coinvestment entities, is the Transaction Financing, whether at law or equity, in contract, in tort or otherwisesole shareholder of Knilo InvestCo AS. For Summa Equity AB has also been designated as the avoidance sole manager of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents such intermediary funds and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesco- investment entities.

Appears in 1 contract

Samples: Tender and Support Agreement (Olink Holding AB (Publ))

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action All Claims (whether in contract Contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the Transaction Documents or the negotiation, execution, performance or non-performance of this Agreement or the Transaction Documents (including any representation or warranty made in, in or in connection withwith this Agreement, the Transaction Documents or as an inducement to, to enter into this Agreement), Agreement or the Transaction Documents) may be made by the parties any party hereto or thereto or any third party beneficiary of any relevant provision hereof or thereof only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)hereto or thereto. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender named party to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction FinancingDocuments, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or including any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative Representative of any such named party to this Agreement that is not itself a named party to this Agreement or any of the Transaction Documents and the Debt Financing Source Sources (“Non-Party Affiliates”), 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 any party to this Agreement for any obligations or liabilities of any party hereto under arising under, in connection with or related to this Agreement Agreement, the Transaction Documents or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to)this Agreement, the transactions contemplated herebyTransaction Documents or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, including claims and obligations against any dispute arising out of or relating in such Non-Party Affiliates; it being understood that the foregoing shall not restrict any way claims that the Company may assert against the Investors, if, as and when required pursuant to the terms and conditions of the Limited Guarantee or the rights of the Company as an express third party beneficiary under the Equity Commitment Letter pursuant to the terms and conditions of the Equity Commitment Letter, the transactions contemplated thereby or the performance thereof and . Nothing in this Section 11.15 (i) precludes the parties hereto agree not to assert or express third party beneficiaries from exercising any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source rights under this Agreement or any other Transaction Document to which they are specifically a party or an express third party beneficiary thereof or (ii) limits the liability or obligations of their respective Affiliates, directors, officers, employees, agents and representatives any Non-Party Affiliates under this Agreement or any other Transaction Document to which they are specifically a party. This Section 11.15 is subject to, and does not alter the scope or application of, Section 11.14. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis Section 11.15.

Appears in 1 contract

Samples: Merger Agreement (Michaels Companies, Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, Any claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, performance or performance breach (whether willful, intentional or otherwise) of this Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)a Party. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting named Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have including without limitation any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholderequityholder, Affiliate, agent, attorney or representative of any such Financing Source named Party to this Agreement (“Non-Party Affiliates”), 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) for any obligations or liabilities of any party hereto under based upon, arising under, in connection with or related to this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, arising out of, related to or by reason of this Agreement or its negotiation, execution, performance or breach (whether willful, intentional or otherwise); and each Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliate and expressly disclaims reliance on upon any Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made (or in any way relating to)alleged to have been made) in, the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source with, or any as an inducement to this Agreement. Non-Party Affiliates are expressly intended as third party beneficiaries of their respective Affiliatesthis Section ‎8.11. Notwithstanding the foregoing, directors, officers, employees, agents this Section ‎8.11 shall in no way limit the liabilities of Company Equityholders expressly set forth in the Company Voting and representatives Support Agreements or any Stock Letter of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.Transmittal. 95

Appears in 1 contract

Samples: Merger Agreement (AdaptHealth Corp.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, 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), other agreement contemplated hereby may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, current or former or future director, officer, employee, incorporator, controlling person, managing member, general partner, manager, stockholdershareholder, principal, Affiliate, agent, attorney or assignee representative of, and any heir, executor, administrator, successor or assign, financial adviser, Financing Source advisor or lender to any Contracting Partyto, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statutestatute or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or any other agreement contemplated hereby or based on, in respect of, or by reason of this Agreement or its any other agreement contemplated hereby or their negotiation, execution, performance, performance or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting PartyNon-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be now or in the future available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementNon-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; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty 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. Subject to The Parties acknowledge and agree that the rights Non-Party Affiliates are intended third-party beneficiaries of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 35.

Appears in 1 contract

Samples: Asset Purchase Agreement

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action Litigation (whether in contract Contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, the Transaction Documents or the negotiation, execution, performance or non-performance of this Agreement Transaction Documents (including any representation or warranty made in, in or in connection withwith this Agreement, any other Transaction Document or as an inducement to, to enter into this Agreement), Agreement or such other Transaction Document) may be made by the parties any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in hereto or thereto. In no event shall any named party to the preamble to this Agreement (Transaction Documents have any shared or vicarious liability for the “Contracting Parties”)actions or omissions of any other Person. No Person who is not a Contracting Partynamed party to the Transaction Documents (including the Financing Sources), including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate (disregarding for purposes of this Section 9.13, the last sentence in the definition of “Affiliate”), agent, attorney or representative Representative of any such named party to this Agreement that is not itself a named party to the Transaction Documents (including the Financing Source Sources) (“Non-Party Affiliates”), shall have any liability 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 any party to this Agreement for any obligations or liabilities of any party hereto under this Agreement Liabilities arising under, in connection with or related to the Transaction Documents or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (the Transaction Documents or in any way relating to)their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof claims and the parties hereto agree not to assert obligations against any such claim or bring any action, suit or proceeding in connection with any such claim against any Non-Party Affiliates (including the Financing Source or any Sources). The parties acknowledge and agree that the Non-Party Affiliates (including the Financing Sources) are intended third-party beneficiaries of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis Section 9.

Appears in 1 contract

Samples: Merger Agreement (Presidio, Inc.)

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth in contrary contained herein or otherwise, except claims for indemnification against the other Transaction DocumentsEquityholders pursuant to, all claimsand subject to the terms and conditions of, obligationsSection 8.02, Liabilitiesthis Agreement may only be enforced against, and any claims or causes of action (whether in tort, contract or in tort, in law or in equity, or granted by statuteotherwise) 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 this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)the transactions contemplated hereby, may only be made by against the parties hereto only against (entities and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyin their capacities as such and no former, including any current, former current or future directorstockholders, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, equity holders (including the Equityholders and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”Pre-Closing Equityholders), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliatescontrolling persons, directors, officers, employees, general or limited partners, members, managers, agents and representativesor Affiliates of any party hereto, and no pastor any former, present current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, agent, attorney agent or representative Affiliate of any such Financing Source of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under the parties to this Agreement or for any claim (whether in contracttort, tort contract or otherwise) based on, in respect of, or by reason of (or in any way relating to)of, the transactions contemplated hereby, including hereby or in respect of any dispute arising out of representations made or relating in any way alleged to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding be made in connection with herewith. Without limiting the rights of any such claim party against the other parties hereto, in no event shall any Financing Source party or any of their respective Affiliatesits Affiliates seek to enforce this Agreement against, directorsmake any claims for breach of this Agreement against, officersor seek to recover monetary damages from, employees, agents and representatives or any Non-Recourse Party (including any of their respective pastthe Equityholders), present in each case, whether in tort, contract or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesotherwise. Nothing in this Section 10.13 shall limit any claim for Fraud brought against any party based on such party’s Fraud.

Appears in 1 contract

Samples: Merger Agreement (Compass Group Diversified Holdings LLC)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsThis Agreement may only be enforced against, all claims, obligations, Liabilities, and any claim or causes cause of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise arising under, out or by reason of, be connected or in connection with, or relate related in any manner to this Agreement, Agreement or the negotiationtransactions contemplated hereby may only be brought against, 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified named as parties Parties in the preamble to of this Agreement (the “Contracting Parties”). No Person who that is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, Representative or assignee of, and any financial adviser, Financing Source or lender to Affiliate of any Contracting Party, Party or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Affiliate of any of the foregoing (collectivelyeach, the a “Nonparty AffiliatesAffiliate”), shall have any Liability liability (whether in contract or in contract, tort, in at law or in equity, or granted by statutestatute or otherwise) for any claims, causes of action, obligations, action or Liabilities other obligations or liabilities arising under, out of, or in connection with, or related in any manner to this Agreement or the transactions contemplated hereby, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law applicable Law. To the maximum extent permitted by applicable Law, (other than as set forth in the other Transaction Documents), a) each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, action or other obligations and obligations liabilities against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by LawAffiliate, (ab) each Contracting Party hereby waives and releases any and all rights, claims, demands, demands or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementAffiliate, 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, undercapitalization or otherwise; , and (bc) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates Affiliate with respect to the performance of this Agreement or any representation or warranty made in, in connection with, with or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Earthstone Energy Inc)

Non-Recourse. Except (a) Each of the following is herein referred to as a “Parent Non-Recourse Party”: each of the Affiliates of each Parent Party, each of their respective present, former and future partners, members, equityholders and Representatives, and each of the Affiliates and present, former and future partners, members, equityholders and Representatives of any of the foregoing, and each of their respective heirs, executors, administrators, successors and assigns, provided, however, that the term Parent Non-Recourse Party expressly excludes the Parent Parties and any Person that is assigned any interest in any of this Agreement by a Parent Party to the extent otherwise set forth of such assignment. No Parent Non-Recourse Party shall have any Liability or obligation to the Partnership Parties or their Affiliates of any nature whatsoever in the other Transaction Documents, all claims, obligations, Liabilitiesconnection with or under this Agreement, or causes the transactions contemplated hereby, and the Partnership Parties hereby waive and release all claims of action (whether in contract any such Liability and obligation. Subject to the Partnership Parties’ right to specific performance under Section 9.8, this Agreement may only be enforced against, and any dispute, controversy, matter or in tortclaim based on, in law related to or in equity, or granted by statute) that may be based upon, in respect of, arise under, arising out or by reason of, be connected with, or relate in any manner to of this Agreement, or the negotiation, execution, performance 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect consummation of this Agreement, whether granted by statute or based on theories of equitymay only be brought against, agencythe entities that are expressly named as Parties, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates then only with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement specific obligations set forth herein with respect to this Agreementsuch Party. Subject to the rights Section 9.6, each Parent Non-Recourse Party is expressly intended as a third-party beneficiary of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating toSection 9.11(a), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Appears in 1 contract

Samples: Merger Agreement (Sisecam Resources LP)

Non-Recourse. Except to the extent otherwise set forth Notwithstanding anything that may be expressed or implied in the other Transaction Documentsthis Agreement, (a) all claims, obligations, Liabilities, claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to “xxxxxx the corporate veil” or impose liability of an entity against its owners or Affiliates or otherwise) 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 this AgreementAgreement or any Ancillary Document, or the negotiation, execution, execution or performance of this Agreement or any Ancillary Document (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this AgreementAgreement or any Ancillary Document), may be made by the parties hereto only against (and such representations subject to the terms and warranties are those solely ofconditions hereof or thereof) the Persons entities that are expressly identified as parties in the preamble to this Agreement hereto (the “Contracting Parties”). No including their successors and permitted assigns) and thereto and (b) no Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner named party to this Agreement or based onany Ancillary Document, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against including without limitation any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, manager, partner, stockholderequityholder, Affiliate, agent, attorney or representative of any such Financing Source named party to this Agreement or any Ancillary Document (“Non-Party Affiliates”), shall have any liability (whether in contract or tort, in law or in equity, or based upon any theory that seeks to “xxxxxx the corporate veil” or impose liability of an entity against its owners or Affiliates or otherwise) for any obligations or liabilities of any party hereto under arising under, in connection with or related to this Agreement or any Ancillary Document or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (this Agreement or in any way relating to)Ancillary Document or its negotiation or execution, the transactions contemplated herebyand each party hereto waives and releases all such liabilities, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof claims and the parties hereto agree not to assert obligations against any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of their respective Affiliates, directors, officers, employees, agents and representatives or any this provision of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis Agreement.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (T-Mobile US, Inc.)

Non-Recourse. Except to the extent otherwise set forth in the This Agreement and any other Transaction DocumentsDocument may only be enforced against, all claims, obligations, Liabilities, and any claim or causes cause of action (whether in contract or in tort, in at law or in equity, in tort, contract or granted by statuteotherwise) that may be based upon, in respect arise out of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, Agreement or any other Transaction Document or the negotiation, execution, execution or performance of this Agreement (including any representation hereof or warranty made in, in connection with, or as an inducement to, this Agreement)thereof, may only be made by the parties hereto only brought against (and such representations and warranties are those solely of) the Persons each Person that are is expressly identified named as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner party to this Agreement or based onsuch other Transaction Document in such Person’s capacity as such, subject to Section 8.12, and only with respect to the specific obligations set forth in respect of, or by reason of this Agreement or its negotiationsuch other Transaction Document with respect to such party (subject to the terms, execution, performance, or breach (conditions and other than as limitations set forth in the other Transaction Documentsherein), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Lamington Road and Parent, each Contracting Party hereby waives and releases all such Liabilitiesno former, claimscurrent or future direct or indirect stockholders, causes of actionequity holders, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoingcontrolling persons, to the maximum extent permitted by Lawportfolio companies, (a) each Contracting Party hereby waives and releases any and all rightsincorporators, claimsmembers, demandstrustees, beneficiaries, partners, financing sources, Affiliates, agents, or causes other Representatives of action that may otherwise be available at law any party or in equityof any Affiliate of any party, 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 other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliatessuccessors or permitted assigns, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement Agreement, any other Transaction Document or for any claim or cause of action (whether at law or in contractequity, tort in tort, contract or otherwise) based on, in respect of, of or by reason of (this Agreement or such other Transaction Document or in respect of any way relating to)covenants, representations, warranties or statements (whether written or oral, express or implied) made or alleged to have been made in connection herewith or therewith. Notwithstanding the foregoing, nothing in this Section 8.11 shall prohibit the Partnership, the transactions contemplated hereby, New General Partner or Purchaser from asserting a claim of set off against any distributions payable to the holders of the Class B Partnership Units (including any dispute arising out future holder of the Class B Partnership Units who is not a party to this Agreement or relating in any way other Transaction Document) pursuant to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.A&R LPA

Appears in 1 contract

Samples: Subscription Agreement (Emergent Capital, Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholdermanager, Affiliate, agent, attorney or representative of any such Party will have any liability for any Liabilities of any Party under this Agreement or the Ancillary Agreements or for any claim based on, in respect of, or by reason of, the Transactions (other than the Investors pursuant to, and subject to the terms of, the Equity Financing Source Commitments). Seller and the Company each agree that, except to the extent a named party in this Agreement or the Ancillary Agreements and except and to the extent provided in the Limited Guaranty, the Equity Financing Commitments or the Confidentiality Agreement, (a) 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 Related Party of Purchasers, in any way relating to this Agreement or the Transactions, including any dispute arising out of or relating in any way to the Financing Commitments, the Debt Financing or the definitive agreements executed in connection therewith or the performance thereof and (b) no Related Party of a Purchaser 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 Seller or the Company 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 for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to)of, the transactions contemplated hereby, including hereby or in respect of any dispute arising out of oral representations made or relating alleged to have been made in any way connection herewith. Notwithstanding anything to the Commitment Lettercontrary contained herein, each of the transactions contemplated thereby or the performance thereof Seller and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any Company (each on their own behalf and on behalf of their respective Affiliates, officers, directors, employees, members, managers, partners, controlling persons, advisors, attorneys, agents and representatives) hereby (i) waives any claims or rights against any Debt Financing Source relating to or arising out of this Agreement, the Debt Financing, the Debt Financing Commitments or any related agreements or the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (ii) agrees not to bring or support any suit, action or proceeding against any Debt Financing Source in connection with this Agreement, the Debt Financing, the Debt Financing Commitments or any related agreements or the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (iii) agrees to cause any suit, action or proceeding asserted against any Debt Financing Source by or on behalf of itself or any of its Affiliates, officers, directors, employees, members, managers, partners, controlling persons, advisors, attorneys, agents and representatives in connection with this Agreement, the Debt Financing, the Debt Financing Commitments or related agreements or the transactions contemplated hereby and thereby, to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waivers and agreements, it is acknowledged and agreed that no Debt Financing Source shall have any of their respective pastliability for any claims or damages to the Seller or the Company in connection with this Agreement, present the Debt Financing, the Debt Financing Commitments or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys related agreements or representativesthe transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Share Purchase Agreement (KAMAN Corp)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsThis Agreement may only be enforced against, all claimsand any claim or suit based on, obligations, Liabilities, arising out of or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner related to this Agreement, Agreement or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made inmay only be brought against, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble named Parties to this Agreement (and then only with respect to the “Contracting Parties”)specific obligations set forth herein with respect to the named Parties to this Agreement. No Person who is not a Contracting Partynamed party to this Agreement, including any currentpast, former present or future director, manager, officer, employee, incorporator, member, partner, managerdirect or indirect equityholder, stockholderAffiliate or Representative of the Corporation, Affiliatethe Vendor or any of their respective Affiliates will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to the Purchaser or any other Person resulting from (nor will the Purchaser have any claim with respect to) (i) the distribution to the Purchaser or its Representatives or the Purchaser’s or its Representatives’ use of or reliance on any information, documents, projections, forecasts or other material made available to Purchaser in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or assignee ofin connection with, the transactions contemplated by this Agreement or (ii) any claim based on, in respect of or by reason of the sale and purchase of the Corporation, including any financial adviseralleged non-disclosure or misrepresentations made by any such Persons or other Persons, Financing Source in each case, regardless of the legal theory under which such liability or lender obligation may be sought to any Contracting Partybe imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and each Party waives and releases all such liabilities and obligations against any currentsuch Persons. No Person who is not a named party to this Agreement, former including any past, present or future director, manager, officer, employee, incorporator, member, lender, partner, managerdirect or indirect equityholder, stockholder, Affiliate, Affiliate or assignee Representative of the Purchaser or any of the foregoing (collectively, the “Nonparty Affiliates”), shall their respective Affiliates will have or be subject to any Liability liability or indemnification obligation (whether in contract or in tort, in law ) to the Vendor or in equity, or granted by statuteany other Person resulting from (nor will the Vendor have any claim with respect to) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or claim based on, in respect of, of or by reason of this Agreement the sale and purchase of the Corporation or its negotiationthe financing thereof, executionincluding any alleged non-disclosure or misrepresentations made by any such Persons or other Persons, performancein each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available whether 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 other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims waives and releases all such liabilities and obligations against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesPersons.

Appears in 1 contract

Samples: Share Purchase Agreement (Seitel Inc)

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth in the other Transaction Documentscontrary contained herein, all claimsthis Agreement may only be enforced against, obligations, Liabilities, and any claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to the non-performance of this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)the Transactions contemplated hereby, may only be made by against the parties hereto only against (entities and such representations and warranties are those solely of) the Persons that are expressly identified as parties Parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partytheir capacities as such and no former, including any current, former current or future directorstockholders, officerequity holders, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliatescontrolling persons, directors, officers, employees, general or limited partners, members, managers, agents and representativesor Affiliates of any party hereto, and no pastor any former, present current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, agent, attorney agent or representative Affiliate of any such Financing Source of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement the Parties or for any claim (whether in contracttort, tort contract or otherwise) based on, in respect of, or by reason of (of, the Transactions contemplated hereby or in respect of any way relating to), the transactions contemplated hereby, including any dispute arising out of representations made or relating in any way alleged to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding be made in connection with herewith. Without limiting the rights of any such claim Party against the other Parties hereto, in no event shall any Financing Source Party or any of their respective Affiliatesits Affiliates seek to enforce this Agreement against, directorsmake any claims for breach of this Agreement against, officersor seek to recover monetary damages from, employees, agents and representatives any Non-Recourse Party (including any of the Sponsor Parties) under this Agreement. Nothing herein precludes the Parties or any Non-Recourse Parties from exercising any rights, and nothing herein shall limit the liability or obligations of their respective pastany Non-Recourse Party, present in each case under the Voting Agreements, Stockholders Agreements or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys any other agreement to which they are specifically a party or representativesan express third party beneficiary thereof.

Appears in 1 contract

Samples: Merger Agreement (INC Research Holdings, Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all All claims, obligations, Liabilities, Actions or causes of action (whether in contract Contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect arise out of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, Agreement or the Ancillary Documents or the negotiation, execution, execution or performance of this Agreement or the Ancillary Documents (including any representation or warranty made in, in or in connection with, with this Agreement or the Ancillary Documents or as an inducement to, to enter into this AgreementAgreement or the Ancillary Documents), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as Parties hereto and parties in the preamble to this Agreement (the “Contracting Parties”)thereto. No Person who is not a Contracting Partynamed party to this Agreement or the Ancillary Documents, including any currentpast, former present or future director, manager, officer, employee, incorporator, member, partner (including any general or limited partner), manager, stockholderdirect or indirect equityholders (including stockholders and optionholders), Affiliate, agent, attorney or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee other representative of any of named Party to this Agreement or the foregoing other Ancillary Documents (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract Contract or in tort, in law Law or in equity, or granted by statutebased upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or such other Ancillary Document (as the case may be) or for any claim or Action based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, such other Ancillary Document (as the case may be) or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), negotiation or execution hereof or thereof; and each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, obligations and obligations Actions against any such Nonparty Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect this provision of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Appears in 1 contract

Samples: Equity and Asset Purchase Agreement (Carlisle Companies Inc)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) Notwithstanding anything that may be based upon, expressed or implied in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiationand other than in respect of Fraud, execution, or performance of Purchaser agrees and acknowledges that no recourse under this Agreement (including or any representation documents or warranty made in, instruments delivered in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to with this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyshall be had against any former, including any current, former current or future director, officer, employee, incorporator, Affiliate, member, manager, partner, managerequity holder, stockholderagent, attorney or representative of any TWG Equityholder or any Affiliate, successor or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or permitted assignee of any TWG Equityholder (excluding any TWG Equityholder who may be deemed to be a Non-Recourse Party of the foregoing another TWG Equityholder other than in its role as a TWG Equityholder itself) (collectively, the Nonparty AffiliatesNon-Recourse Parties”), shall have as such, whether by the enforcement of any Liability (whether in contract assessment or in tort, in law by any legal or in equityequitable proceeding, or granted by virtue of any statute) , regulation or other applicable Law, it being expressly agreed and acknowledged that no personal Liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Parties, as such, for any claims, causes obligation of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to TWG Equityholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect ofof or by reason of such obligations or their creation, or otherwise by reason of this Agreement or its negotiationnegotiation or execution or the transactions contemplated hereby, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby and Purchaser waives and releases all such Liabilities, claims, causes of action, Liabilities and obligations claims against any such Nonparty Affiliates of another Contracting PartyNon-Recourse Parties. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights None of the parties Debt Financing Sources will have any Liability to the Commitment Letter under the terms thereofTWG, none of the Contracting Parties, nor TWG Re or any of their respective Affiliates, solely in their respective capacities as parties Affiliates relating to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with arising out of this Agreement or the Transaction Debt Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, and none of the Financing SourcesTWG, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source TWG Re or any of their respective Affiliates, directors, officers, employees, agents and representatives Affiliates will have any rights or claims against any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthe Debt Financing Sources. Each of the Non-Recourse Parties is expressly intended as a third party beneficiary of the penultimate sentence of this Section.

Appears in 1 contract

Samples: Merger Agreement (Assurant Inc)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract Contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate related in any manner to this Agreement, the Related Documents 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), Related Claims may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement hereto or thereto (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee representative of, and any financial adviser, Financing Source advisor or lender to any Contracting Partyto, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract Contract or in tort, in law Law or in equity, or granted by statutestatute or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or the Related Documents or based on, in respect of, or by reason of this Agreement or its the Related Documents or their negotiation, execution, performance, execution performance or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting PartyNon-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementNon-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; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Non-Party Affiliates with respect to the performance of this Agreement or the Related Documents or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwiseRelated Documents. For The parties acknowledge and agree that the avoidance Non-Party Affiliates are intended third-party beneficiaries of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 11.10.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dynegy Inc.)

Non-Recourse. Except to the extent otherwise expressly set forth in this commitment letter or any document or instrument delivered in connection herewith, and notwithstanding the other Transaction Documentsfact that K-Z Evergreen is a limited liability company, by its acceptance of the benefits of this commitment letter, Parent acknowledges and agrees that (a) all claims, obligations, Liabilities, claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreementcommitment letter, or the negotiation, execution, execution or performance of this Agreement commitment letter (including any representation or warranty made in, in or in connection with, with this commitment letter or as an inducement to, to enter into this Agreementcommitment letter), may be made by the parties hereto only against K-Z Evergreen and (and such representations and warranties are those solely ofb) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), no Non-Recourse Party shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement commitment letter or for any claim based on, in respect of, or by reason of this Agreement commitment letter or its negotiation, negotiation or execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), and each Contracting Party hereby party hereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting Non-Recourse Party. Without limiting Recourse against K-Z Evergreen pursuant to this commitment letter shall be the foregoingsole and exclusive remedy of Parent, Merger Sub and all of their respective Affiliates against K-Z Evergreen, the Family Stockholders (other than pursuant to the maximum extent permitted by Law, (aFamily Commitment Letter) 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 other Contracting Party’s Nonparty Affiliate Non-Recourse Parties in respect of this Agreement, whether granted by statute any liabilities or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalizationobligations arising under, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Merger Agreement or the Transaction FinancingTransactions. Notwithstanding the Company’s rights as third party beneficiary hereunder as contemplated by Section 11 hereof, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, Company is subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way Section 12 hereof to the Commitment Letter, the transactions contemplated thereby or the performance thereof same extent as Parent and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any Merger Sub. Non-Recourse Parties are expressly intended as third party beneficiaries of their respective Affiliates, directors, officers, employees, agents and representatives or any this provision of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis commitment letter.

Appears in 1 contract

Samples: Merger Agreement (Zyskind Barry D)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action All claims (whether in contract Contract or in tort, in law law, in equity or in equity, or granted by statuteotherwise) 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 this Agreement, Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement), ) may be made by the parties any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)hereto. No Person who that is not a Contracting Partynamed party to this Agreement, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Representative of any of the foregoing named party to this Agreement that is not itself a named party to this Agreement (collectively, the Nonparty Non-Party Affiliates”), ) shall have any Liability liability (whether in contract Contract or in tort, in law law, in equity or in equityotherwise, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, negotiation or execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), ; and each Contracting Party hereby party hereto waives and releases all such Liabilitiesreleases, claimson behalf of itself and its respective direct or indirect, causes of actionformer, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoingcurrent or future general or limited partners, to the maximum extent permitted by Lawstockholders, (a) each Contracting Party hereby waives and releases any and all rightsmembers, 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 other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliatesmanagers, directors, officers, employees, agents agents, Affiliates, Representatives or assignees, all such liabilities, claims and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of obligations against any such Financing Source Non-Party Affiliates; it being understood that the foregoing shall have not restrict any liability for claims that the Company or Parent may assert pursuant to the terms and conditions of the Confidentiality Agreement. Nothing in this Section 8.15, (a) precludes the parties hereto from exercising any obligations or liabilities of any party hereto rights under this Agreement or for any claim other Transaction Document to which they are specifically a party or an express third party beneficiary thereof or (whether in contractb) limits the liability of any Non-Party Affiliates under any other Transaction Document to which they are specifically a party. This Section 8.15 is subject to, tort and does not alter the scope or otherwise) based on, in respect application of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the Section 8.15. The parties hereto acknowledge and agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any that the Non-Party Affiliates are intended third-party beneficiaries of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis Section 8.15.

Appears in 1 contract

Samples: Transaction Agreement (Vistra Corp.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law or in equity, by statute or granted by statuteotherwise) 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 this AgreementAgreement or the other Transaction Documents, or the negotiation, execution, execution or performance of this Agreement or the other Transaction Documents (including any representation or warranty made in, in or in connection with, with this Agreement or the other Transaction Documents or as an inducement to, to enter into this AgreementAgreement or the other Transaction Documents), may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)hereto and thereto. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner named party to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against including any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, equity holder, controlling person, Affiliate, agent, attorney or representative of any such Financing Source named party to this Agreement or the other Transaction Documents (the “Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, by statute or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates, including by or through theories of equity, agency, control, instrumentality, single business enterprise, piercing the veil or undercapitalization) for any obligations or liabilities of any party hereto under arising under, in connection with or related to this Agreement or the other Transaction Documents (as the case may be) or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby this Agreement or the performance thereof other Transaction Documents (as the case may be) or the negotiation or execution hereof or thereof; and the parties hereto agree not to assert each Party waives and releases all such liabilities, claims and obligations against any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any Non-Party Affiliates. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis Section 8.14.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pharma-Bio Serv, Inc.)

Non-Recourse. Except Subject to the extent otherwise set forth in the other Transaction Documentslast sentence of this Section 14.21, all claims, obligations, Liabilities, liabilities or causes of action (whether in contract tort or in tortcontract, in law or in equity, or granted by statuteotherwise) that may be based upon, in respect of, arise under, out of or by reason of, be connected within respect of, or otherwise relate in any manner to to, this Agreement, or the negotiation, execution, performance or performance breach of this Agreement (including any representation or warranty made in, or alleged to have been made in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement) or the transactions contemplated hereby (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”), may only be made by the parties hereto only or asserted against (and such representations and warranties are those solely of) expressly limited to), the Persons that are expressly identified named as parties in hereto. Subject to the preamble last sentence of this Section 14.21, no Person that is not a named party to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentPurchaser Related Party other than the Purchaser, former or future directorVCVH Intermediate, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, VCVH Holding II and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), Purchaser LLC) shall have any Liability liability (whether in contract tort or in tortcontract, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of a Person against its owners or affiliates, or otherwise) for any claims, causes of action, obligations, liabilities or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, obligations in respect of, based upon or by reason arising out of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementRecourse Theory. Subject to the rights last sentence of this Section 14.21, in no event shall the Parent or any of its Affiliates, or any Person claiming through or on behalf of any of them, institute any Proceeding under or based upon any Recourse Theory against any Purchaser Related Party other than the Purchaser, VCVH Intermediate, VCVH Holding II and Purchaser LLC. Nothing in this Section 14.21 shall in any way limit or qualify the obligations and liabilities of (i) the parties to the Commitment Letter under Letters to each other or (ii) the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject Purchaser Guarantor to the rights extent of Montage under its obligations expressly set forth in the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesLimited Guarantee.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Verisk Analytics, Inc.)

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth in contrary contained herein or otherwise, but subject to the other Transaction Documentsfinal sentence of this Section, all claimsthis Agreement may only be enforced against, obligations, Liabilities, and any claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)the Transactions, may only be made by the parties hereto only against (and such representations and warranties are those solely of) against, the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights Agreement or claims against any Financing Source, solely the Stockholder Agreement (to the extent of the obligations of the applicable Company Securityholders set forth in their respective capacities as lenders the Stockholder Agreement or arrangers the other documents delivered by such Company Securityholders pursuant to this Agreement in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representativesMerger), and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source Non-Party (other than parties to the Stockholder Agreement as set forth in this Section 9.19) shall have any liability for any obligations or liabilities of any party hereto under this Agreement the parties or for any claim (whether in contracttort, tort contract or otherwise) based on, in respect of, or by reason of (of, the Transactions or in respect of any way relating to)representations, the transactions contemplated herebywarranties, including any dispute arising out of covenants or relating in any way statements made or alleged to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding be made in connection with herewith. Without limiting the rights of any such claim party against the other parties, in no event shall any Financing Source party or any of their respective Affiliatesits Affiliates seek to enforce this Agreement against, directorsmake any claims for breach of this Agreement against, officersor seek to recover monetary damages from, employeesany Non-Party, agents and representatives in each case, subject to the final sentence of this Section. Notwithstanding the foregoing, nothing in this Section shall (i) preclude any party to another Transaction Document from making any claim thereunder, to the extent permitted therein or (ii) limit any of their respective pastAcquirer’s rights under Article VIII, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesincluding the right to seek Indemnifiable Damages from any Company Securityholder in accordance therewith.

Appears in 1 contract

Samples: Merger Agreement (Etsy Inc)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes Each of action that may otherwise be available at law or in equity, or granted by statute, the following is herein referred to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights “Acquiror Non-Recourse Party”: each of the parties to the Commitment Letter under the terms thereofAffiliates of Acquiror, none of the Contracting Parties, nor or any each of their respective Affiliatespresent, solely in their respective capacities as parties to this Agreementformer and future partners, shall have any rights or claims against any Financing Sourcemembers, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financingequityholders, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliatesofficers, directors, officersmanagers, employees, agents and representatives, and no pasteach of the Affiliates and present, present or former and future partners, members equityholders, officers, director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officersmanagers, employees, agents and representatives or of any of the foregoing, and each of their respective pastheirs, present executors, administrators, successors and assigns; provided, however, the term Acquiror Non-Recourse Party expressly excludes Acquiror, any Person that is assigned any interest in any of the Transaction Documents, the Subject Interests or future directorsthe Subject Entities to the extent of such assignment and, officersafter the Closing, employeesthe Subject Entities. No Acquiror Non-Recourse Party shall have any liability or obligation to Sellers or their Affiliates (including for these purposes the Subject Entities) of any nature whatsoever in connection with or under this Agreement, incorporatorsor the transactions contemplated hereby, membersand Sellers hereby waive and release all claims of any such liability and obligation. Subject to Sellers’ right to specific performance under Section 11.6, partnersthis Agreement may only be enforced against, stockholdersand any dispute, Affiliatescontroversy, agentsmatter or claim based on, attorneys related to, or representativesarising out of this Agreement, or the negotiation, performance, or consummation of this Agreement, may only be brought against, the entities that are expressly named as Parties, and then only with respect to the specific obligations set forth herein with respect to such Party. Subject to Section 11.10, each Acquiror Non-Recourse Party is expressly intended as a third-party beneficiary of this Section 11.13(a).

Appears in 1 contract

Samples: Purchase Agreement (Oneok Inc /New/)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsThis Agreement may only be enforced against, all claimsand any claim, obligationsaction, Liabilitiessuit, proceeding or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be investigation based upon, in respect of, arise under, arising out of or by reason of, be connected with, or relate in any manner related to this AgreementAgreement may only be brought against, 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified named as parties in the preamble to this Agreement (Agreement. Except to the “Contracting Parties”). No Person who is not extent named as a Contracting Partyparty to this Agreement, including any currentand then only to the extent of the specific obligations of such parties set forth in this Agreement, former no past, present or future director, officer, employee, incorporatorshareholder, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent or assignee Advisor of any party to this Agreement or any Subsidiary of the Company will have any liability (whether in contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or liabilities of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner parties to this Agreement or based onfor any claim, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates suit, proceeding or investigation based upon, arising out of another Contracting Partyor related to this Agreement. Without limiting the foregoing, to the maximum extent permitted by Law, no claim will be brought or maintained by: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement Purchaser or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights member of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor Purchaser Group or any of their respective Affiliates, solely in their respective capacities successors or permitted assigns against any Seller Party that is not otherwise expressly identified as parties a party to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party (b) Seller or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source Seller Party or any of their respective Affiliatessuccessors or permitted assigns against any member of the Purchaser Group that is not otherwise expressly identified as a party to this Agreement, directorsand, officersin each case, employeesno recourse will be brought or granted against any of them, agents and representatives by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any party hereto set forth or contained in this Agreement or any of their respective past, present exhibit or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys schedule hereto or representativesany document or certificate delivered hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Signet Jewelers LTD)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or any other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in, in or in connection withwith this Agreement or any other document, certificate or instrument delivered pursuant hereto or as an inducement to, to enter into this Agreement), Agreement and the other documents delivered pursuant hereto) may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble Parties hereto or thereto. In no event shall any named Party to this Agreement (or the “Contracting Parties”)other documents delivered pursuant hereto have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a Contracting Partynamed party to this Agreement or the other documents delivered pursuant hereto, including without limitation any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee representative of any of the foregoing named party to this Agreement (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any claims, causes of action, obligations, obligations or Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or any other document, certificate or instrument delivered pursuant hereto or for any claim based on, in respect of, or by reason of this Agreement or any other document, certificate or instrument delivered pursuant hereto or its negotiation, negotiation or execution, performance, ; and each party hereto or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby thereto waives and releases all such Liabilities, claims, causes of action, claims and obligations against any such Nonparty Non-Party Affiliates. The Parties acknowledge and agree that the Non-Party Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect are intended third-party beneficiaries of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 11.16.

Appears in 1 contract

Samples: Stock Purchase Agreement (Trimble Navigation LTD /Ca/)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action All Actions (whether in contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, 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), Transactions may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement Parties (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholderequityholder, Affiliate, agent, attorney or assignee Representative of, and any financial adviser, Financing Source or lender to any Contracting Party, or any currentfinancial advisor or lender to, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing a Contracting Party (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law Law or in equity, or granted by statutestatute or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claimsActions, causes of action, obligations, obligations or Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or the Transactions or based on, in respect of, or by reason of this Agreement (or its the negotiation, execution, performance, performance or breach (other than as set forth in thereof) or the other Transaction Documents), Transactions; and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting PartyNon-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law 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 other Contracting Party’s Nonparty Affiliate in respect of this AgreementNon-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; , and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Non-Party Affiliates with respect to the performance of this Agreement or the Transactions or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to The Parties acknowledge and agree that the rights Non-Party Affiliates are intended third party beneficiaries of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives‎Section 9.13.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sequential Brands Group, Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract Contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate related in any manner to this Agreement, or Agreement and 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), Transaction may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement Parties hereto (the “Contracting Agreement Parties”). No Person who is not a Contracting an Agreement Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee representative of, and any financing source for, or financial adviser, Financing Source advisor or lender to any Contracting Partyto, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract Contract or in tort, in law Law or in equity, or granted by statutestatute or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or the Transaction or based on, in respect of, or by reason of this Agreement or its the Transaction or their negotiation, execution, performance, execution performance or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, each Contracting Agreement Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting PartyNon-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Agreement Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting an Agreement Party or otherwise impose Liability liability of a Contracting an Agreement Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementNon-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, undercapitalization or otherwise; and (b) each Contracting Agreement Party disclaims any reliance upon any other Contracting Party’s Nonparty Non-Party Affiliates with respect to the performance of this Agreement or the Transaction or any representation or warranty made in, in connection with, with or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwiseTransaction. For The parties acknowledge and agree that the avoidance Non-Party Affiliates are intended third-party beneficiaries of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 10.17.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Duke Energy CORP)

Non-Recourse. (a) This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto and any express guarantor of any such party’s obligations hereunder and then only with respect to the specific obligations set forth herein with respect to such party; provided, however, that the foregoing shall not relieve any party or Pre-Closing Holder for liability with respect to fraud. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble a named party to this Agreement (and then only to the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any extent of the foregoing (collectively, the “Nonparty Affiliates”specific obligations undertaken by such named party in this Agreement and not otherwise), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, advisor or representative or Affiliate of any such Financing Source of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any party hereto one or more of the Company or Acquiror under this Agreement (whether for indemnification or otherwise) of or for any claim (whether in contract, tort or otherwise) based on, in respect arising out of, or by reason of (related to this Agreement or in any way relating to), the transactions contemplated hereby. (b) None of the Company or any of its Affiliates shall assert any claim against any Debt Financing Source with respect to matters based upon, including any dispute arising out of or relating to this Agreement, the Debt Commitment Letter or the transactions contemplated hereby or thereby (including the Debt Financing). The Company and its Affiliates hereby waive any and all claims and causes of action (whether at law, in equity, in contract, in tort or otherwise) against the Debt Financing Sources that may be based upon, arise out of or relate to this Agreement, the Debt Commitment Letter or the transactions contemplated hereby or thereby (including the Debt Financing). Notwithstanding the foregoing, nothing in this Section 13.16(b) shall in any way limit or modify the rights and obligations of Acquiror under this Agreement or any Debt Financing Source’s obligations to Acquiror under the Debt Commitment Letter. (c) Except as explicitly provided in Section 13.15(b) or in the Equity Commitment Letter, none of the Company or any of its Affiliates shall assert any claim against any Equity Financing Source with respect to matters based upon, arising out of or relating to this Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (including the Equity Financing). Except as explicitly provided in Section 13.15(b) or in the Equity Commitment Letter, the Company and its Affiliates hereby waive any and all claims and causes of action (whether at law, in equity, in contract, in tort or otherwise) against the Equity Financing Sources that may be based upon, arise out of or relate to this Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (including the Equity Financing). Notwithstanding the foregoing, nothing in this Section 13.16(c) shall in any way limit or modify the performance thereof rights and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source obligations of Acquiror under this Agreement or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesEquity Financing Source’s obligations to Acquiror under the Equity Commitment Letter.

Appears in 1 contract

Samples: Merger Agreement (GP Investments Acquisition Corp.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or any other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in, in or in connection withwith this Agreement or any other document, certificate or instrument delivered pursuant hereto or as an inducement to, to enter into this Agreement), Agreement and the other documents delivered pursuant hereto) may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons persons that are expressly identified as parties in the preamble Parties hereto or thereto. In no event shall any named Party to this Agreement (or the “Contracting Parties”)other documents delivered pursuant hereto have any shared or vicarious liability for the actions or omissions of any other person. No Person person who is not a Contracting Partynamed party to this Agreement or the other documents delivered pursuant hereto, including without limitation any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliateaffiliate, agent, attorney or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee representative of any of the foregoing named party to this Agreement (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or any other document, certificate or instrument delivered pursuant hereto or for any claim based on, in respect of, or by reason of this Agreement or any other document, certificate or instrument delivered pursuant hereto or its negotiation, negotiation or execution, performance, ; and each Party hereto or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby thereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Non-Party Affiliates. The Parties acknowledge and agree that the Non-Party Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect are intended third-party beneficiaries of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 8.05.

Appears in 1 contract

Samples: Merger Agreement (Lin Tv Corp.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in at law or in equity, or granted by statuteotherwise) that may be based upon, in respect ofon, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or the Ancillary Agreements, or the negotiation, execution, execution or performance of this Agreement or the Ancillary Agreements (including any representation or warranty made in, in or in connection with, herewith or therewith or as an inducement to, to enter into this AgreementAgreement or the Ancillary Agreements), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties hereto or thereto, including those Persons executing a Joinder Agreement (as the case may be). Except in the preamble case of Fraud committed by a Non-Party Affiliate (which claim may only be brought against such Non-Party Affiliate or any Non-Party Affiliate who had actual knowledge of such Fraud prior to this Agreement the date hereof (or prior to the “Contracting Parties”Closing in the case of any Fraud committed after the date hereof). No ), no Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner named party to this Agreement or based onthe Ancillary Agreements, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against including any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, membermanager, partnerequityholder, stockholderAffiliate, agent, attorney or representative of any such Financing Source named party to this Agreement or the Ancillary Documents (collectively, “Non-Party Affiliates”), shall have any liability (whether in contract or in tort, at law or in equity, based upon any theory that seeks to impose liability of an entity party against its owners or affiliates, or otherwise) for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby this Agreement or the performance thereof Ancillary Agreements (as the case may be) or for any claim or cause of action arising out of or relating to this Agreement or the Ancillary Agreements (as the case may be), or the negotiation or execution hereof or thereof; and the parties hereto agree not to assert each Party waives and releases all such liabilities, claims and obligations against any such claim or bring any actionNon-Party Affiliates. Non-Party Affiliates are expressly intended as, suit or proceeding in connection with any such claim against any Financing Source or any and shall be, third-party beneficiaries of their respective Affiliates, directors, officers, employees, agents and representatives or any this provision of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis Agreement.

Appears in 1 contract

Samples: Merger Agreement (Veradigm Inc.)

Non-Recourse. Except Anything herein or in any other Financing Document to the extent otherwise set forth in contrary notwithstanding, the obligations of the Loan Parties under this Agreement and each other Transaction DocumentsFinancing Document to which each Loan Party is a party, all claimsand any certificate, obligationsnotice, Liabilitiesinstrument or document delivered pursuant hereto or thereto, are obligations solely of such Loan Party and do not constitute a debt, liability or obligation of (and no recourse shall be made with respect to) any of their respective Affiliates (including Sponsor and its Affiliates, other than Borrower), or causes of action (whether in contract or in tortany shareholder, in law or in equitypartner, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future directormember, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, director or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any employee of the foregoing Loan Parties or such Affiliates (collectively, the “Nonparty AffiliatesNon-Recourse Parties”), except that the foregoing shall have not limit the obligations or liabilities of any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Non-Recourse Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders Document to which such Non-Recourse Party is a party. No action under or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject any other Financing Document to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or which each Loan Party is a party shall be brought against any of the respective Affiliates, directors, officers, employees, agents and representativesNon-Recourse Party, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability judgment for any deficiency upon the obligations hereunder or thereunder shall be obtainable by any Secured Party against any Non-Recourse Party, except that the foregoing shall not limit the obligations or liabilities of any Non-Recourse Party under any Financing Document to which such Non-Recourse Party is a party. Notwithstanding any of the foregoing, it is expressly understood and agreed that nothing contained in this Section 9.14 shall in any manner or way (i) restrict the remedies available to any Agent or any Lender to realize upon the Collateral or under any Financing Document, (ii) constitute, or be deemed to be, a release of the obligations secured by (or impair the enforceability of) the Liens and security interests and possessory rights created by or arising from any Financing Document, (iii) release, or be deemed to release, any Non-Recourse Party from liability for its own willful misrepresentation, fraudulent actions, gross negligence or willful misconduct or from any of its obligations or liabilities under any Financing Document to which such Non-Recourse Party is a party hereto or (iv) release, or be deemed to release, Pledgor from its obligations under this the Pledge Agreement, the Board Observer Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 9.13.

Appears in 1 contract

Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action All Proceedings (whether in contract or in tort, in law Law or in equityequity or otherwise, or granted by statutestatute 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, of or relate in any manner to this Agreement, Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement), ) may be made by the parties any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)hereto or thereto. No Person who is not a Contracting Partynamed party to this Agreement, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Representative of any of the foregoing named party to this Agreement that is not itself a named party to this Agreement (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract Contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, negotiation or execution, performance, ; and each party hereto or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby thereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of another Contracting Partythis Section 5.18. Without limiting Nothing in this Agreement precludes the foregoing, to the maximum extent permitted by Law, (a) each Contracting parties or any Non-Party hereby waives and releases Affiliates from exercising any and all rights, claimsand nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard each case under the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Merger Agreement or any representation other agreement to which they are specifically a party or warranty made in, in connection with, or as an inducement to this Agreementexpress third party beneficiary thereof. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction FinancingThis Section 5.18 is subject to, and does not alter the Financing Sources, solely in their respective capacities as lenders scope or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect application of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 5.10.

Appears in 1 contract

Samples: Tender and Support Agreement (New Home Co Inc.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes Causes of action Action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, the Related Agreements, the Transaction or pre-Closing operations of 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), Business may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement Parties hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee representative of, and any financial adviser, Financing Source advisor or lender to any Contracting Partyto, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statutestatute or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for any claims, causes Causes of action, obligations, Action or Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or the Related Agreements or based on, in respect of, or by reason of this Agreement or its the Related Agreements or their negotiation, execution, performance, performance or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes Causes of action, Action and obligations Liabilities against any such Nonparty Affiliates of another Contracting PartyNon-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Non-Party Affiliates with respect to the performance of this Agreement or the Related Agreements or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwiseRelated Agreements. For The Parties acknowledge and agree that the avoidance Non-Party Affiliates are intended third-party beneficiaries of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesSection 9.15.

Appears in 1 contract

Samples: Asset Purchase Agreement

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsThis Agreement may only be enforced against, all claims, obligations, Liabilities, and any claim or causes cause of action (whether in contract or in tort, in law or in equity, or granted by statute) 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 this Agreement, Agreement or the negotiationtransactions contemplated hereby may only be brought against, 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified named as parties in Parties and then only with respect to the preamble specific obligations set forth herein with respect to this Agreement (the “Contracting Parties”)such Party. No Person who is not a Contracting Partypast, including any current, former present or future director, officer, employee, sponsor, incorporator, member, partner, manager, stockholdershareholder, Affiliate, agent, attorney, advisor or assignee ofrepresentative or Affiliate of any Party and no past, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former present or future director, officer, employee, sponsor, incorporator, member, partner, manager, stockholdershareholder, Affiliate, agent, attorney, advisor or assignee representative or Affiliate of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of actionany one or more of the Company, obligationsAcquiror or Merger Sub under this Agreement of or for any claim based on, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based onthe transactions contemplated hereby. Notwithstanding anything to the contrary contained herein, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach no Acquiror Related Party (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (aCompany) 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 other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Debt Financing Source, solely in their respective capacities as lenders or arrangers Source in connection with this Agreement, the Transaction FinancingFP Financing or the transactions contemplated hereby or thereby, and the no Debt Financing Sources, solely in their respective capacities as lenders or arrangers, Source shall not have any rights or claims against any Contracting Acquiror Related Party or any related person thereof, (other than the Company) in connection with this Agreement Agreement, the FP Financing or the Transaction Financingtransactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise. For ; provided that, following consummation of the avoidance of doubtMerger, subject to the foregoing will not limit the rights of Montage the parties to the FP Financing under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Francisco Debt Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Appears in 1 contract

Samples: Merger Agreement (Tailwind Two Acquisition Corp.)

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (a) All Actions (whether in contract or contract, in tort, in law under statute or in equityotherwise, or granted by statutebased upon any theory that seeks to impose liability of an entity against its owners or Affiliates) 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 (i) this AgreementAgreement or the Ancillary Agreements, or (ii) the negotiation, execution, execution or performance of this Agreement or any Ancillary Agreement (including any representation or warranty made in, in connection with, or as an inducement toto enter into, this Agreement), (iii) any breach or violation of this Agreement or the Ancillary Agreements and (iv) any failure of the transactions contemplated by this Agreement or the Ancillary Agreements to be consummated, in each case of clause (i), clause (ii), clause (iii) and clause (iv), may be made by the parties hereto brought only against (and such representations and warranties are those solely of) the Persons that are expressly identified named as parties in hereto and thereto, as applicable, and then only to the preamble to this Agreement (extent of the “Contracting Parties”)specific obligations of such Persons set forth herein or therein. No Person who is not a Contracting Partynamed party to this Agreement or any Ancillary Agreement, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and Related Parties of any financial adviser, Financing Source or lender such party to any Contracting Party, this Agreement or any currentAncillary Agreement (each, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, a “Non-Party Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates), ) shall have any Liability liability (whether in contract or contract, in tort, in law under statute or in equity, otherwise or granted by statutebased upon any theory that seeks to impose liability of an entity against its owners or Affiliates) for any claims, causes of action, obligations, or Liabilities arising under, 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 (other than as set forth the items in the other Transaction Documentsimmediately preceding clause (i), andclause (ii), to clause (iii) and clause (iv). To the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)applicable Law, each Contracting Party hereby party hereto waives and releases all such Liabilities, claims, causes of action, and obligations Actions against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Non-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 other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwiseAffiliate. For the avoidance of doubt, subject the parties hereto acknowledge and agree that the Non-Party Affiliates referred to herein are intended third-party beneficiaries of this Section 9.24(a). (b) The parties knowingly, willingly, irrevocably and expressly acknowledges and agrees that the rights of Montage under the Commitment Letter under the terms thereof, none agreements contained in this Section 9.24 are an integral part of the Financing Sourcestransactions contemplated by this Agreement and that, nor or any of without the respective Affiliatesagreements set forth in this Section 9.24, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under the parties would not enter into this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), otherwise agree to consummate the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Algonquin Power & Utilities Corp.)

Non-Recourse. Except (a) Each of the following is herein referred to as a “Buyer Non-Recourse Party”: the Equity Investor, each of the Affiliates of each Buyer Party and of each Equity Investor, each of their respective present, former and future partners, members, equityholders and Representatives, and each of the Affiliates and present, former and future partners, members, equityholders and Representatives of any of the foregoing, and each of their respective heirs, executors, administrators, successors and assigns (“Affiliates” for purposes of the definition of “Buyer Non-Recourse Party” to include the portfolio companies of investment funds advised or managed by an Equity Investor or any of their respective Affiliates), provided, however, that the term Buyer Non-Recourse Party expressly excludes the Buyer Parties, Landmark Dividend and any Person that is assigned any interest in any of this Agreement by a Buyer Party to the extent otherwise set forth of such assignment. Except for remedies as against the Equity Investor with respect to its obligations and liabilities expressly provided for under the Equity Commitment Letter, no Buyer Non-Recourse Party shall have any Liability or obligation to the Partnership Parties or their Affiliates of any nature whatsoever in the other Transaction Documents, all claims, obligations, Liabilitiesconnection with or under this Agreement, or causes the transactions contemplated hereby (including the Debt Financing), and the Partnership Parties hereby waive and release all claims of action (whether in contract any such Liability and obligation. Subject to the Partnership Parties’ right to specific performance under Section 9.8, this Agreement may only be enforced against, and any dispute, controversy, matter or in tortclaim based on, in law related to or in equity, or granted by statute) that may be based upon, in respect of, arise under, arising out or by reason of, be connected with, or relate in any manner to of this Agreement, or the negotiation, execution, performance 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 by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or 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 other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect consummation of this Agreement, whether granted by statute or based on theories of equitymay only be brought against, agencythe entities that are expressly named as Parties, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates then only with respect to the performance of this Agreement or any representation or warranty made inspecific obligations set forth herein with respect to such Party; provided, in connection withhowever, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereofthat, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For for the avoidance of doubt, subject to nothing herein shall limit any rights that the Partnership Parties have under the express terms of the Equity Commitment Letter or the rights of Montage that the Buyer Parties have under the Commitment Letter under the express terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Commitment Letter. Subject to Section 9.6, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any each Buyer Non-Recourse Party is expressly intended as a third-party beneficiary of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representativesthis Section 9.12(a).

Appears in 1 contract

Samples: Transaction Agreement (Landmark Infrastructure Partners LP)

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