Common use of Non-Recourse Clause in Contracts

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, 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 one or more of the Company, Acquiror or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Notwithstanding anything in this Agreement to the contrary, 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 Transactions may only be brought against, the entities that are expressly named as parties hereto, hereto 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 extent of the specific obligations undertaken by such named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholderequityholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no pastadvisor, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor consultant or Representative or Affiliate of any of the foregoing shall have any liability (whether in contractContract, tort, 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 Company, Acquiror Parent Parties or Merger Sub the Company Parties 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 herebyTransactions.

Non-Recourse. This Except in the case of claims against a Person in respect of such Person’s fraud: (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 Transactions may only be brought against, the entities Persons that are expressly named as parties hereto, the Parties and then only with respect to the specific obligations set forth herein with respect to such party. Except ; and (b) except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party in this AgreementParty), (ai) no past, present or future director, managercommissioner, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement the Group Companies and the Shareholders and (bii) no past, present or future director, managercommissioner, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any of the foregoing (collectively, the “Non-Recourse Parties”) shall have any liability (whether in contractContract, tort, 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 Company, Acquiror or Merger Sub Parties under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of ION, the Company, Acquiror Company or Merger Sub the Shareholders (or either of them) under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, managerofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror Parent, First Merger Sub or Second Merger Sub under this Agreement of or for any claim based on, arising out of, of or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of ION, the Company, Acquiror Company or Merger Sub the Shareholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 Transactions may only be brought against, the entities that are expressly Company, SPAC, Merger Sub 1 and Merger Sub 2 as named as parties hereto, hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party in this AgreementParty), (ai) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or other Representative of the Company, SPAC, Merger Sub 1 or Affiliate of any named party to this Agreement Merger Sub 2 and (bii) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or other 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 one or more of the Company, Acquiror SPAC, Merger Sub 1 or Merger Sub 2 under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions (each of the Persons identified in the foregoing sub-clauses (a) or (b), a “Non-Recourse Party,” and collectively, the “Non-Recourse Parties”).

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, hereto 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 extent of the specific obligations undertaken by such named party in this Agreement), (ai) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement and (bii) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror the Cision Owner, Acquiror, Holdings or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 Transactions 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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, managerofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Company or Acquiror or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. This Agreement may only be enforced against, and any claim All claims or cause causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arising arise out ofof or relate to this Agreement, or related to the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or the transactions contemplated hereby as an inducement to enter into this Agreement), may be made only be brought against, against the entities that are expressly named identified as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent No Person who is not a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no including any past, present or future director, manager, officer, employee, incorporator, member, partner, stockholderequityholder, Affiliate, agent, attorney, advisor attorney or Representative or Affiliate representative of any named party to this Agreement and (b) no past“Non-Party Affiliates”), present or future director, manager, 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, contract or in tort, equity in law or otherwisein equity, 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 one arising under, in connection with or more of the Company, Acquiror or Merger Sub under related to this Agreement of or for any claim based on, arising out in respect of, or related to by reason of this Agreement or the transactions contemplated herebyits negotiation or execution; and each party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliate.

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, hereto 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 extent of the specific obligations undertaken by such named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the each Contributor, Contributed Company, Acquiror the Contributors’ Representative, PEGC I or Merger Sub PEGC I OP 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 hereby.

Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, of or related to this Agreement or the transactions contemplated hereby Transactions may only be brought against, the entities that are expressly named as parties heretoParties, and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in to this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate representative of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the CompanyGHV, Acquiror AMPSA, MergeCo or Merger Sub Ardagh under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

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, Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent that such Person or entity is a named party to this Agreement Party hereto (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, manager, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement Party and (b) no past, present or future director, manager, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the CompanyPurchaser, Acquiror or Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Agreement may only be enforced against, and any claim All claims or cause causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arising arise out ofof or relate to this Agreement, or related to the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or the transactions contemplated hereby as an inducement to enter into this Agreement), may be made only be brought against, against the entities that are expressly named identified as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent No Person who is not a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no including any past, present or future director, manager, officer, employee, incorporator, member, partner, stockholderequityholder, Affiliate, agent, attorney, advisor attorney or Representative or Affiliate representative of any named party to this Agreement and (b) no past“Non-Party Affiliates”), present or future director, manager, 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, contract or in tort, equity in law or otherwisein equity, 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 one arising under, in connection with or more of the Company, Acquiror or Merger Sub under related to this Agreement of or for any claim based on, arising out in respect of, or related to by reason of this Agreement or the transactions contemplated hereby.its negotiation or execution; and each party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliate. *****

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, Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to for the extent a named party Parties to this Agreement (and then only to the extent of the specific obligations undertaken by such each named party Party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement Party and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror or Merger Sub Party under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of WinVest, Xtribe PLC or the Company, Acquiror or Merger Sub Holders under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyhereby provided that such other person does not take or direct or cause the Holder to take any action in contravention of the Holders’ obligations under this Agreement.

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, Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to for the extent a named party Parties to this Agreement (and then only to the extent of the specific obligations undertaken by such each named party Party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party Party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror or Merger Sub Party under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 Transactions may only be brought against, the entities that are expressly Company or SPAC as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. ; and (b) Except to the extent a named party to this Agreement hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreementhereto), (ai) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or other Representative of the Company or Affiliate the Merger Subsidiaries (each, a “Company Non-Recourse Party”) or of any named party to this Agreement SPAC (each, a “SPAC Non-Recourse Party”) and (bii) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, AffiliateAffiliate (including Sponsor), agent, attorney, advisor or other Representative or Affiliate of any of the foregoing shall have any liability (whether in contractContract, tort, 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 Company, Acquiror Company or the Merger Sub Subsidiaries or SPAC under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of the Company, Acquiror Ackrell or Merger Sub the Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 Transactions may only be brought against, the entities that are expressly named as parties heretoParties, and then only with respect to the specific obligations set forth herein or in an Ancillary Agreement with respect to such partyNamed Party. Except to the extent a named party Named Party to this Agreement (or an Ancillary Agreement and then only to the extent of the specific obligations undertaken by such named party Named Party in this Agreement or in the applicable Ancillary Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party Named Party to this Agreement or any Ancillary Agreement, and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror or Merger Sub the Sellers under this Agreement or any Ancillary Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. This Agreement may only be enforced only against, and any claim or cause of action Proceeding based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought only 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 and with respect to each party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor advisor, lender or Representative representative of such named party or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor successor or Representative or Affiliate of any of the foregoing assign thereof shall have any liability Liability (whether in contract, 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 Liabilities of any one or more of the Company, Acquiror or Merger Sub under this Agreement of such named party or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. The provisions of this ‎‎Section 10.12 are intended to be for the benefit of, and enforceable by the Affiliates, officers, directors, employees, incorporators, members, partners, stockholders, agents, attorneys, other representatives, successors and assigns referenced in this ‎‎Section 10.12 and each such Person shall be a third-party beneficiary of this ‎‎Section 10.12.

Non-Recourse. This Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, of or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly Company, Acquiror and M▇▇▇▇▇ Sub as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Except Parties; and (b) except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party in this AgreementParty), (ai) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement the Company, Acquiror or Merger Sub and (bii) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any of the foregoing foregoing, shall have any liability (whether in contractContract, tort, 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 Company, Acquiror or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 named as a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, managerofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, shareholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, 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 one or more of the Company, Acquiror Acquiror, PubCo or the Merger Sub Subs under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of Purchaser, the Company, Acquiror Company or Merger Sub the Holder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyhereby provided that such other person does not take or direct or cause Holder to take any action in contravention of the Holder’s obligations under this Agreement.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of the Company, Acquiror or Merger Sub under parties to this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Furthermore, the obligations of the Stockholder Parties hereunder are several and not joint with or as to any other Stockholder Party, and no Stockholder Party shall be responsible for any breach or violation of this Agreement by any other Stockholder Party.

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 Transactions 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. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement)) and to the fullest extent permitted by Law, (a) no past, present or future director, manager, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement Party and (b) no past, present or future director, manager, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror Parties or Merger Sub Company Parties under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. This Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, of or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly Company, Acquiror and Merger Sub as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Except Parties; and (b) except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party in this AgreementParty), (ai) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement the Company, Acquiror or Merger Sub and (bii) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any of the foregoing foregoing, shall have any liability (whether in contractContract, tort, 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 Company, Acquiror or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, managerofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror Acquiror, or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, of or related to this Agreement or the transactions contemplated hereby Transactions may only be brought against, the entities that are expressly named as parties heretoParties, 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, managerofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of SFS Corp., the Company, Acquiror UWM LLC or Merger Sub GHIV under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

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 Transactions 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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, managerofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. This Except in the case of claims against a Person in respect of such Person’s actual fraud: (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 Company, Acquiror and Merger Sub as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Except ; and (b) except to the extent a named party to this Agreement hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreementhereto), (ai) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, shareholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement the Company, Acquiror or Merger Sub and (bii) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, shareholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any of the foregoing shall have any liability (whether in contractContract, tort, 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 Company, Acquiror or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Subject in all respects to the last sentence of this Section 13.14, 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 contemplated hereby 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. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement Party and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror Buyer, First Merger Sub or Second Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Section 13.14, shall limit, amend or waive any rights or obligations of any party to any Transaction Agreement.

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 Transactions may only be brought against, the entities that are expressly Company, SPAC, Merger Sub 1 and Merger Sub 2 as named as parties hereto, hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party in this AgreementParty), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or other Representative of the Company, SPAC, Merger Sub 1 or Affiliate of any named party to this Agreement Merger Sub 2 and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or other 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 one or more of the Company, Acquiror SPAC, Merger Sub 1 or Merger Sub 2 under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions (each of the Persons identified in the foregoing sub-clauses (a) or (b), a “Non-Recourse Party,” and collectively, the “Non-Recourse Parties”).

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, hereto 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 extent of the specific obligations undertaken by such named party in this Agreement), (ai) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement and (bii) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the CompanySeller, Acquiror Blocker Seller, Acquiror, Holdings or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of the CompanyIAC, Acquiror or Merger Sub or the Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 named as a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, managerofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror Acquiror, First Merger Sub or Second Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of the CompanyGCAC, Acquiror or Merger Sub or the Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Except in the case of claims against a Person in respect of such Person’s actual fraud: (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 Company, Acquiror and Merger Sub as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Except ; and (b) except to the extent a named party to this Agreement hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreementhereto), (ai) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement the Company, Acquiror or Merger Sub and (bii) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any of the foregoing shall have any liability (whether in contractContract, tort, 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 Company, Acquiror or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, managerofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror or the Seller Parties, New Topco, US Holdco, US Merger Sub or FPAC under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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, hereto 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 extent of the specific obligations undertaken by such named party in this Agreement), (ai) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor advisor, sponsor or Representative representative or Affiliate of any named party to this Agreement and (bii) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor advisor, sponsor or Representative 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 one or more of the Company, Acquiror Holdings, the Blockers, Acquiror, Shelf or the Merger Sub Subs under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of SPAC, the Company, Acquiror Company or Merger Sub the Sponsor (or either of them) under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of the CompanyGCAC, Acquiror or Merger Sub or the Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, managerofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror Acquiror, First Merger Sub or Second Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of Acquiror, Merger Sub, the Company, Acquiror Company or Merger Sub the Stockholders under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 Transactions 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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, managerofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror Acquiror, First Merger Sub or Second Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

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 partyparty hereto. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, 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 one or more of the Company, Holdco, Holdco Merger Sub, Acquiror or Acquiror Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, managerofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror Acquiror, Merger Sub I or Merger Sub II under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of Parent or the Company, Acquiror or Merger Sub Members under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of SPAC, the Company, Acquiror Company or Merger Sub any Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Subject in all respects to the last sentence of this Section 11.11, 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 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. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement Party and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any of the foregoing 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 one or more of the Company, Acquiror SSMP, or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyContemplated Transactions. Notwithstanding the foregoing, nothing in this Section 11.11 shall limit, amend or waive any rights or obligations of any party to any of the other agreements referred to in this Agreement.

Non-Recourse. This Subject in all respect 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 contemplated hereby Transactions 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. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement Party; and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror any Wejo Party or Merger Sub VOSO under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions. Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or waive any rights of any party to any Transaction Agreement.

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, hereto 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, managerofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror Acquiror, Holdings, Jersey Merger Sub or Delaware Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 Transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto, Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to for the extent a named party Parties to this Agreement (and then only to the extent of the specific obligations undertaken by such each named party Party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party Party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any of the foregoing shall have any liability 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 one or more of the Company, Acquiror or Merger Sub Party under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions Transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, managerofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror Parent, First Merger Sub or Second Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of Acquiror, Holdco, the Company, Acquiror Company or Merger Sub the Sponsor (or either of them) under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 Transactions may only be brought against, the entities that are expressly named as parties heretoParties, and then only with respect to the specific obligations set forth herein or in the other Transaction Documents with respect to such partyParty. Except to the extent a named party Party to this Agreement (or the other Transaction Documents and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement or in the applicable Ancillary Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party Party to this Agreement or any other Transaction Documents, and (b) no past, present or future director, manager, 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 one or more of the Company, Acquiror Company or Merger Sub Svac under this Agreement or any other Transaction Document of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. This (a) Solely with respect to the Company, Acquiror and Merger Sub, 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 Company, Acquiror and Merger Sub as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Except ; and (b) except to the extent a named party to this Agreement hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreementhereto), (ai) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement the Company, Acquiror or Merger Sub and (bii) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any of the foregoing shall have any liability (whether in contractContract, tort, 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 Company, Acquiror or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Except as set forth in Section 10.4, 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 Transaction 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. Except to the extent a named party to this Agreement Party hereto (and then only to the extent of the specific obligations undertaken by such named party in Party to this AgreementAgreement or any other Transaction Document), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, stockholder, Affiliate, agent, attorney, advisor or other Representative or Affiliate of any named party to this Agreement Party and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, stockholder, Affiliate, agent, attorney, advisor or other 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 one or more of the Company, Acquiror or Merger Sub I, Merger Sub II or SPAC under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransaction.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, managerofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror Parent, Merger Sub I or Merger Sub II under this Agreement of or for any claim based on, arising out of, of or related to this Agreement or the transactions contemplated hereby.

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, hereto 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 hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), or its successor or transferee, (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, stockholder, Affiliate, agent, attorney, advisor or other Representative or Affiliate of any named party to this Agreement hereto and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate other representative 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 one or more of the SPAC, the Company, Acquiror or Merger Sub the Shareholders under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of the CompanyAcquiror, Acquiror or Merger Sub I, Merger Sub II or the Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Except in the case of claims against a Person in respect of such Person’s fraud: (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 Transactions may only be brought against, the entities that are expressly Company, SPAC and Merger Sub as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Except ; and (b) except to the extent it is a named party to this Agreement hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreementhereto), (ai) no past, present or future director, managercommissioner, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement the Company, SPAC or Merger Sub and (bii) no past, present or future director, managercommissioner, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any of the foregoing (collectively, the “Non-Recourse Parties”) shall have any liability (whether in contractContract, tort, 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 Company, Acquiror SPAC or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

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 Transactions may only be brought against, the entities that are expressly Company or SPAC as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. ; and (b) Except to the extent a named party to this Agreement hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreementhereto), (ai) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or other Representative of the Company (each, a “Company Non-Recourse Party”) or Affiliate of any named party to this Agreement SPAC (each, a “SPAC Non-Recourse Party”) and (bii) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, AffiliateAffiliate (including Sponsor), agent, attorney, advisor or other Representative or Affiliate of any of the foregoing shall have any liability (whether in contractContract, tort, ,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 Company, Acquiror Company or Merger Sub SPAC under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. This Subject in all respects to the last sentence of this Section 12.15, 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, Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement Party and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any of the foregoing shall have any liability 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 one or more of the Company, Acquiror SPAC, TopCo or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Section 12.15 shall limit, amend or waive any rights or obligations of any party to any Transaction Document with respect to the other parties thereto.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of the CompanyAcquiror, Acquiror or Merger Sub or the Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of Acquiror, Merger Sub, the Company, Acquiror Company or Merger Sub the Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Subject in all respect to the last sentence of this Section 13.14, 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 contemplated hereby Transactions 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. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement Party; and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions. Notwithstanding the foregoing, nothing in this Section 13.14 shall limit, amend or waive any rights or obligations of any party to any Transaction Agreement under such Transaction Agreement in accordance with the terms thereof.

Non-Recourse. This Except as otherwise contemplated by Article XI: (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 againstagainst the Company Parties, the entities that are expressly Acquiror and Merger Sub as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Except ; and (b) except to the extent a named party to this Agreement hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreementhereto), (ai) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement the Company Parties, Acquiror or Merger Sub and (bii) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any of the foregoing shall have any liability (whether in contractContract, tort, 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 CompanyCompany Parties, Acquiror or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This (a) Solely with respect to the Company, SPAC and the Acquisition Entities, 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 Transactions may only be brought against, the entities that are expressly Company, SPAC or the Acquisition Entities as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. . (b) Except to the extent a named party to this Agreement hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreementhereto), (ai) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or other Representative of the Company or Affiliate any Acquisition Entity or of any named party to this Agreement SPAC and (bii) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, AffiliateAffiliate (including Sponsor), agent, attorney, advisor or other Representative or Affiliate of any of the foregoing shall have any liability (whether in contractContract, tort, 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 Company, Acquiror SPAC or Merger Sub the Acquisition Entities under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of SPAC, the Company, Acquiror Company or Merger Sub Sponsor (or either of them) under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Agreement letter agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement letter 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 a named party to this Agreement letter agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreementletter agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative representative or Affiliate of any named party to this Agreement letter agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Acquiror or Merger Sub parties under this Agreement letter agreement of or for any claim based on, arising out of, of or related to this Agreement letter agreement or the transactions contemplated hereby.

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 Transactions 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. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, manager, managing member, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement Party and (b) no past, present or future director, manager, managing member, officer, employee, sponsor, 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 one or more of the Company, Acquiror Parties or Merger Sub Company Parties under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

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 a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or Representative representative or Affiliate 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 one or more of the CompanyIAC, Acquiror or Merger Sub or the Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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, hereto 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, managerofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative 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 one or more of the Company, Company or Acquiror or Merger Sub under this Agreement (whether for indemnification or otherwise) of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.