Common use of Non-Recourse Clause in Contracts

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 15 contracts

Samples: Membership Interests Purchase Agreement (Cannapharmarx, Inc.), Securities Purchase Agreement (Laredo Oil, Inc.), Stock Purchase Agreement (Littelfuse Inc /De)

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Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 12 contracts

Samples: Master Transaction Agreement (PACIFIC GAS & ELECTRIC Co), Asset Purchase Agreement (Rentech, Inc.), Purchase and Assumption Agreement and Plan of Merger (Customers Bancorp, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, upon or arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No Except in the case of fraud and except for parties hereto, no past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action based on, in respect of or by reason of the transactions contemplated herebyAgreement.

Appears in 5 contracts

Samples: Transfer Agreement (PIMCO Capital Solutions BDC Corp.), Transfer Agreement (PIMCO Capital Solutions BDC Corp.), Purchase and Sale Agreement (JMP Group LLC)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 5 contracts

Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Finish Line Inc /In/), Membership Interest Purchase Agreement (Gaming & Leisure Properties, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit claim or other legal proceeding cause of action based upon, arising out of, or related to this Agreement, Agreement or the negotiation, execution or performance of this Agreement, 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 their respective successors and assigns (including any Person that executes and delivers a Joinder). Except as set forth herein with respect to such party. No in the immediately preceding sentence, no past, present or future director, officer, employee, incorporator, manager, member, partnerpartners, stockholder, Affiliate, agent, attorney attorney, advisor or other Representative representative of any party hereto or of any Affiliate of any a party heretohereto (collectively, or any of their successors or permitted assigns, the “Specified Persons”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or Action based on, in respect of of, or by reason of of, the transactions contemplated hereby.

Appears in 4 contracts

Samples: Investment Agreement (Eos Energy Enterprises, Inc.), Investment Agreement (Eos Energy Enterprises, Inc.), Investment Agreement (ExlService Holdings, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.), Asset Purchase Agreement (Recruiter.com Group, Inc.), Asset Purchase Agreement (Esports Entertainment Group, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholdershareholder, Affiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate of any party hereto, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 4 contracts

Samples: Asset Purchase Agreement (iCoreConnect Inc.), Asset Purchase Agreement (iCoreConnect Inc.), Asset Purchase Agreement (iCoreConnect Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, of or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Prairie Operating Co.), Asset Purchase Agreement (Agro Capital Management Corp.), Reinsurance Agreement (SiriusPoint LTD)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assignsassigns (solely in their capacity as such), shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or Action action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 3 contracts

Samples: Stock Purchase Agreement (AgEagle Aerial Systems Inc.), Stock Purchase Agreement (AgEagle Aerial Systems Inc.), Stock Purchase Agreement (AgEagle Aerial Systems Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliateaffiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate affiliate of any party hereto, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Selectis Health, Inc.), Asset Purchase Agreement (Famous Daves of America Inc), Asset Purchase Agreement (Famous Daves of America Inc)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party heretoparty, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Termination Agreement (Hunt Companies Finance Trust, Inc.), Termination Agreement (Five Oaks Investment Corp.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Inpixon), Membership Interest Purchase Agreement (Hc2 Holdings, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate of any party hereto, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sears Oil & Gas), Asset Purchase Agreement (Active Power Inc)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit suit, or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present present, or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney attorney, or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 claim, action, suit, or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Purchase Agreement (SharpLink Gaming Ltd.), Stock Purchase Agreement (Qualigen Therapeutics, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (OCM HoldCo, LLC), Membership Interest Purchase Agreement (Gaming & Leisure Properties, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No , and no past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities Liabilities of any party hereto under this Agreement or for any claim or Action based on, in respect of or by reason of the transactions contemplated herebyContemplated Transactions.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Thoughtful Media Group Inc.), Stock Purchase Agreement (Society Pass Incorporated.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities Liabilities of any party hereto under this Agreement or for any claim or Action action based on, in respect of or by reason of the transactions contemplated herebyTransaction.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (SpartanNash Co)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Agreement shall preclude or limit a claim for fraud.

Appears in 1 contract

Samples: Stock Purchase Agreement (Standex International Corp/De/)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit suit, or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution execution, or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney attorney, or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Applied UV, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative representative of any party hereto Party or of any Affiliate of any party heretoParty, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto Party under this Agreement or for any claim or Action action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Dream Finders Homes, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities and persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (TPT Global Tech, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliateaffiliate, agent, attorney or other Representative representative of any party hereto Party or of any Affiliate affiliate of any party heretoParty, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto Party under this Agreement or for any claim or Action dispute based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Purchase Agreement (Bridgeway National Corp.)

Non-Recourse. This Without limiting the other Transaction Documents, (a) this Agreement may only be enforced against, and any claim, action, suit Action or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto Parties and then only with respect to the specific obligations set forth herein with respect to such party. No Party; and (b) no past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto Party or of any Affiliate of any party heretoParty, or any of their successors or permitted assigns, shall have any liability Liability for any obligations or liabilities Liabilities of any party hereto Party under this Agreement or for any claim or Action based on, in respect of or by reason of the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (TerraForm Power, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party Party hereto or of any Affiliate of any party hereto, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (MTBC, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit action or other legal proceeding Legal Proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholdershareholder, Affiliate, agent, attorney lawyer or other Representative of any party Party hereto or of any Affiliate of any party Party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party Party hereto under this Agreement or for any claim claim, action or Action Legal Proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Share Purchase Agreement (Item 9 Labs Corp.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholdershareholder, Affiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amc Entertainment Holdings, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.]

Appears in 1 contract

Samples: Asset Purchase Agreement

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding Legal Proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability Liability for any obligations or liabilities of any party hereto under this Agreement or for any claim claim, action, suit or Action other Legal Proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Northwest Pipe Co)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit action or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholdershareholder, Affiliate, agent, attorney lawyer or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Share Purchase Agreement

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding Proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution execution, or performance of this Agreement, may only be brought against the entities Persons that are expressly named as parties hereto and then only with respect in the preamble to the specific obligations set forth herein with respect to such partythis Agreement. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate of any party heretohereto (other than the Persons that are expressly named as parties in the preamble to this Agreement), or nor any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto Liability under this Agreement or for any claim or Action Proceeding based on, in respect of of, or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tucows Inc /Pa/)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities those parties that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Securities Purchase Agreement (Campbell Soup Co)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Accuride Corp)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Balchem Corp)

Non-Recourse. This Agreement and the Transaction Documents may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto Party or of any Affiliate of any party heretoParty, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto Party under this Agreement or for any claim or Action action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (VivoPower International PLC)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities Liabilities of any party hereto under this Agreement or for any claim claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Independence Bancshares, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claimsuit, action, suit proceeding or other legal proceeding Action based upon, arising out of, or related to this Agreement, or the negotiation, preparation execution or performance of this Agreement, may only be brought against the entities Persons that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. No Except to the extent a named party to this Agreement, no past, present or future director, officer, employee, incorporator, manager, member, partner, stockholdershareholder, Affiliate, agent, attorney or other Representative representative of any party Party hereto or of any Affiliate of any party Party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party Party hereto under this Agreement or for any claim or Action based on, in respect of or by reason of the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Healthstream Inc)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement,, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, employee incorporator manager, member, partner, stockholdershareholder, Affiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assigns, assigns shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim claim. action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (iCoreConnect Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution execution, or performance of this Agreement, may only be brought against the entities that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. No past, present present, or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney attorney, or other Representative representative of any party Party hereto or of any Affiliate of any party Party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party Party hereto under this Agreement or for any claim claim, action, suit, or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Share Purchase Agreement (Orbital Infrastructure Group, Inc.)

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Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, debtor, stockholder, Affiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate affiliate of any party hereto, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action based on, in respect of or by reason of the transactions contemplated herebyAgreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pfsweb Inc)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit suit, or other legal proceeding based upon, arising out of, of or related to this Agreement, or the negotiation, execution execution, or performance of this Agreement, may only be brought against the entities that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present present, or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Invacare Corp)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability Liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or Action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (NewAge, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, of or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, lender, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Monitronics International Inc)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative representative of any party hereto thereto or of any Affiliate of any party Party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party Party hereto under this Agreement or for any claim claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.. * * * * *

Appears in 1 contract

Samples: Asset Purchase Agreement (Communications Systems Inc)

Non-Recourse. This Agreement may only be enforced against, and any claimClaim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 Claim or Action action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Share Purchase Agreement (DSP Group Inc /De/)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action action based on, in respect of or by reason of the transactions contemplated hereby, except to the extent that any such Person is a party hereto.

Appears in 1 contract

Samples: Share Purchase Agreement (Techne Corp /Mn/)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for obligation with respect to any obligations or liabilities Liabilities of any party hereto under this Agreement or for any claim or Action Claim based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Equity Purchase Agreement (Granite Construction Inc)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aqua Power Systems Inc.)

Non-Recourse. This Except as set forth in Section 10.12, this Agreement may only be enforced against, and any claim, action, suit or other legal proceeding Action based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (CPG Newco LLC)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution execution, or performance of this Agreement, may only be brought against the entities that are expressly named as names are parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present present, or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney attorney, or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 claim, action, suit, or Action other legal proceeding based on, in respect of of, or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Freedom Holding Corp.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit suit, or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate of any party hereto, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonendo, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action action based on, in respect of or by reason of the transactions contemplated hereby., except to the extent that any such Person is a party hereto. [SIGNATURE PAGE FOLLOWS]

Appears in 1 contract

Samples: Share Purchase Agreement

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No , and no past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities Liabilities of any party hereto under this Agreement or for any claim or Action Claim based on, in respect of or by reason of the transactions contemplated herebyContemplated Transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cadre Holdings, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding Legal Proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party Party hereto or of any Affiliate of any party Party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party Party hereto under this Agreement or for any claim Action or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.. [signature pages follow]

Appears in 1 contract

Samples: Asset Purchase Agreement (DENNY'S Corp)

Non-Recourse. This Agreement and the Transaction Documents may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto Party or of any Affiliate of any party heretoParty, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto Party under this Agreement or for any claim or Action action based on, in respect of or by reason of the transactions contemplated hereby.. [SIGNATURE PAGE FOLLOWS]

Appears in 1 contract

Samples: Membership Interest Purchase Agreement

Non-Recourse. This Agreement may only be enforced against, and any indemnity claim, action, suit suit, or other legal proceeding based upon, arising out of, or related to this AgreementAgreement or the Transaction Documents, or the negotiation, execution or performance of this Agreementperformace thereof, may only be brought against the entities persons that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. No past, present or future director, officer, officer employee, incorporator, manager, member, partner, stockholder, Affiliateaffiliate, agent, attorney or other Representative representative of any party hereto Party or of any Affiliate affiliate of any party heretoParty, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto Party under this Agreement or for any claim or Action cliam based on, in respect resepct of or by reason of the transactions ransactions contemplated herebyby this Agreement or the Transaction Documents.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lafayette Energy Corp.)

Non-Recourse. This Agreement may only be enforced against, and any claim, actionAction, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Equity Purchase Agreement (MGM Resorts International)

Non-Recourse. This Except with respect to Fraud, his Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto Parties and then only with respect to the specific obligations set forth herein with respect to such partyParties. No Except with respect to Fraud, no past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party heretoParty, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto Party under this Agreement or for any claim or Action Proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Computer Programs & Systems Inc)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, of or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliateaffiliate, agent, attorney or other Representative representative of any party hereto or of any Affiliate affiliate of any party hereto, or any of 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 claim, action, suit or Action other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kaspien Holdings Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto Party or of any Affiliate of any party heretoParty, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto Party under this Agreement or for any claim or Action action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Leidos, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pulse Network, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholdershareholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of 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 or Action based on, in respect of or by reason of the transactions contemplated herebytransactions.

Appears in 1 contract

Samples: Merger Agreement (Isun, Inc.)

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities Persons that are expressly named as parties hereto Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholdershareholder, Affiliate, agent, attorney or other Representative of any party hereto Party or of any Affiliate of any party heretoParty, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto Party under this Agreement or for any claim or Action action based on, in respect of or by reason of the transactions contemplated hereby.

Appears in 1 contract

Samples: Share Purchase Agreement (Callaway Golf Co)

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