Common use of Non-Recourse Clause in Contracts

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

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (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 Company, Acquiror Persons that are expressly named as parties hereto and Merger Sub as named parties heretothen only with respect to the specific obligations set forth herein with respect to such party; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, commissioner, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative Representative or Affiliate of the the Sellers, the Company, Acquiror or PubCo, Merger Sub and New SubCo and (ii) no past, present or future director, commissioner, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative Representative or Affiliate of any of the foregoing (collectively, the “Non-Recourse Parties”) 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 for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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

Non-Recourse. Except (x) as otherwise contemplated by Article XI and (y) in the case of claims against a Person in respect of such Person’s actual fraud: (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, against the Company, Acquiror OmniLit and Merger Sub as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror OmniLit or Merger Sub and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any 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 OmniLit or Merger Sub under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror SPAC and Merger Subthe 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 Company, Acquiror and Merger Sub SPAC or the Acquisition Entities as named parties hereto; and (b) except Except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate other Representative of the CompanyCompany or any Acquisition Entity (each, Acquiror a “Company Non-Recourse Party”) or Merger Sub of SPAC (each, a “SPAC Non-Recourse Party”) and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, AffiliateAffiliate (including Sponsor), 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 Company, Acquiror SPAC or Merger Sub the Acquisition Entities under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror and Merger Sub, this 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 Company, Acquiror SPAC, and Merger Sub the Acquisition Entities as named parties hereto; and (b) except . Except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto)) and, in the case of Sponsor and Sponsor Affiliate, pursuant to the Transaction Documents to which they are a party, (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative other Representative of the Company or any Affiliate of the CompanyCompany (each, Acquiror a “Company Non-Recourse Party”) or Merger Sub of SPAC or any Acquisition Entity (each, an “SPAC Non-Recourse Party”) and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate other Representative 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 for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (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 Transactions may only be brought against, the Company, Acquiror and Merger Sub as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror or Merger Sub and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any 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 for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

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

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

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (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 Company, Acquiror PubCo, Acquiror, Merger Sub 1 and Merger Sub 2 as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, commissioner, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative Representative or Affiliate of the Company, Acquiror PubCo, Acquiror, Merger Sub 1 or Merger Sub 2 and (ii) no past, present or future director, commissioner, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative Representative or Affiliate of any of the foregoing (collectively, the “Non-Recourse Parties”) 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 PubCo, Acquiror, Merger Sub 1 or Merger Sub 2 under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect subject to the Company, Acquiror and Merger SubSection 11.5, 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 Company, Acquiror HCM, ESC, ESAGRUP, PubCo, HoldCo, and Merger Sub New CayCo as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror HCM, ESC, ESAGRUP, PubCo, HoldCo, or Merger Sub New CayCo and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing 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 HCM, ESC, ESAGRUP, PubCo, HoldCo, or Merger Sub New CayCo under this Agreement or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraudFraud: (a) Solely solely with respect to the Company, Acquiror Xxxxxx 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 Company, Acquiror Parent and Merger Sub as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror Parent or Merger Sub and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing 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 Liabilities of any one or more of the Company, Acquiror Parent or Merger Sub under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (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, of or related to this Agreement or the transactions contemplated hereby may only be brought against, the Company, Acquiror Acquiror, First Merger Sub and Second Merger Sub as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror Acquiror, First Merger Sub or Second Merger Sub and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing 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 or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror and Merger Sub, this 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 Company, Acquiror and Merger Sub Company or SPAC as named parties hereto; and (b) except Except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate other Representative of the CompanyCompany or the Merger Subsidiaries (each, Acquiror a “Company Non-Recourse Party”) or Merger Sub of SPAC (each, a “SPAC Non-Recourse Party”) and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, AffiliateAffiliate (including Sponsor), 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 Company, Acquiror Company or the Merger Sub Subsidiaries or SPAC under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (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 Transactions may only be brought against, the Company, Acquiror and or Merger Sub as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate other Representative of the CompanyCompany (each, a “Company Non-Recourse Party”) or of Acquiror or Merger Sub (each, an “Acquiror Non-Recourse Party”) and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, AffiliateAffiliate (including Sponsor), agent, attorney, advisor or representative or Affiliate other Representative 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 for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror and Merger Sub, this 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 Companyentities that are expressly named as parties hereto (or their permitted assigns following such assignment), Acquiror and Merger Sub as named parties hereto; and (b) except then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party hereto to this Agreement or a permitted assignee following such assignment (and then only to the extent of the specific obligations undertaken by such named party heretoin this Agreement), (ia) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of the Company, Acquiror or Merger Sub any named party to this Agreement and (iib) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate 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 NMMC, the Company, Acquiror Sponsor or Merger Sub 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. Except in the case of claims against a Person in respect of such Person’s actual fraud: (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 Company, PubCo, Acquiror and Merger Amalgamation Sub as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, commissioner, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative Representative or Affiliate of the Company, PubCo, Acquiror or Merger Amalgamation Sub and (ii) no past, present or future director, commissioner, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative Representative or Affiliate of any of the foregoing (collectively, the “Non-Recourse Parties”) 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, PubCo, Acquiror or Merger Amalgamation Sub under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror and Merger Subits Subsidiaries, 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 Company, Acquiror and Merger Sub its Subsidiaries as named parties hereto; and (b) except Except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror or Merger Sub their respective Subsidiaries and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any 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 its Subsidiaries under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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

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

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

Non-Recourse. Except Other than in the case of claims against a Person in respect of such Person’s actual fraud: (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 Company, Acquiror and Merger Sub entities that are expressly named as named parties hereto; and (b) , and then only with respect to the specific obligations set forth herein with respect to such party. Other than in the case of fraud, except to the extent a named party hereto to this Agreement (and then only to the extent of the specific obligations undertaken by such named party heretoin this Agreement), (ia) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror or Merger Sub any named party to this Agreement and (iib) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in 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. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror and Merger Sub, this 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 Companyentities that are expressly named as parties hereto (or their permitted assigns following such assignment), Acquiror and Merger Sub as named parties hereto; and (b) except then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party hereto to this Agreement or a permitted assignee following such assignment (and then only to the extent of the specific obligations undertaken by such named party heretoin this Agreement), (ia) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of the Company, Acquiror or Merger Sub any named party to this Agreement and (iib) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate 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 IAC, the Company, Acquiror Sponsor or Merger Sub 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. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror and Merger Sub, this 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 Company, Acquiror and Merger Sub entities that are expressly named as named parties hereto; and (b) except , and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party hereto to this Agreement (and then only to the extent of the specific obligations undertaken by such named party heretoin this Agreement), (ia) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror or Merger Sub any named party to this Agreement and (iib) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in 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 herebyTransactions. Notwithstanding anything to the contrary in this Section 11.15, nothing in this Section 11.15 shall in any way limit (i) any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement or (ii) Acquiror’s or Merger Sub’s rights under the Support Agreements.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (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 Company, Acquiror Persons that are expressly named as parties hereto and Merger Sub as named parties heretothen only with respect to the specific obligations set forth herein with respect to such party; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, commissioner, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative Representative or Affiliate of the Company, Acquiror or Merger Sub Company and Purchaser Parties and (ii) no past, present or future director, commissioner, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative Representative or Affiliate of any of the foregoing (collectively, the “Non-Recourse Parties”) 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 for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except (x) as otherwise contemplated by Article XI and (y) in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror and Merger Subits Subsidiaries, 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 Company, Acquiror and Merger Sub its Subsidiaries as named parties hereto; and (b) except Except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, manager, partner, stockholderstockholder (including PIPE Investor), Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror or Merger Sub its Subsidiaries and (ii) no past, present or future director, officer, employee, incorporator, member, manager, 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 its Subsidiaries under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror Parent 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 Company, Acquiror Parent and Merger Sub as named parties Parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror Parent or Merger Sub and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, 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 Parent or Merger Sub under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (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 Company, Acquiror and Merger Sub as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto)) or to the extent party to and as expressly contemplated by (and applicable to and subject to the terms of) any Ancillary Agreement, (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror or Merger Sub and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any 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 for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror and Merger Sub, this 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 CompanyNamed Parties, Acquiror and Merger Sub as named parties hereto; and (b) except then only with respect to the specific obligations set forth herein or in an Additional Agreement with respect to such Named Party. Except to the extent a party hereto (Named Party to this Agreement or an Additional Agreement and then only to the extent of the specific obligations undertaken by such party hereto)Named Party in this Agreement or in the applicable Additional Agreement, (ia) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Companyany named party to this Agreement or any Additional Agreement, Acquiror or Merger Sub and (iib) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in Contractcontract, tort, equity or otherwise) 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 Purchaser or Merger Sub under this Agreement or any Additional Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror and Merger Sub, this 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 CompanyNamed Parties, Acquiror and Merger Sub as named parties hereto; and (b) except then only with respect to the specific obligations set forth herein or in an Ancillary Agreement with respect to such Named Party. Except to the extent a party hereto (Named Party to this Agreement or an Ancillary Agreement and then only to the extent of the specific obligations undertaken by such party hereto)Named Party in this Agreement or in the applicable Ancillary Agreement, (ia) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Companyany named party to this Agreement or any Ancillary Agreement, Acquiror or Merger Sub and (iib) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in 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 Holicity or Merger Sub 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 hereby.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the CompanyVS Entities, Acquiror the Blocker Sellers and Merger Subthe Crescent Holders, 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 CompanyVS Entities, Acquiror the Blocker Sellers and Merger Sub the Crescent Holders as named parties hereto; and (b) except Except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the CompanyVS Entities (each, Acquiror a “VS Non-Recourse Party”) or Merger Sub the Blocker Sellers or Crescent Holders (each, a “Crescent Non-Recourse Party”) and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any 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 CompanyVS Entities, Acquiror the Blocker Sellers or Merger Sub the Crescent Holders under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. Except (x) as otherwise contemplated by Article XI and (y) in the case of claims against a Person in respect of such Person’s actual fraud: (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, against the Company, Acquiror and Merger Sub as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror or Merger Sub and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any 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 for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (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 Company, Acquiror and Merger Sub as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative Representative or Affiliate of the Company, Acquiror or Merger Sub and (ii) no past, present or future director, 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 for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror and Merger Sub, this 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 Companyentities that are expressly named as parties hereto (or their permitted assigns following such assignment), Acquiror and Merger Sub as named parties hereto; and (b) except then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party hereto to this Agreement or a permitted assignee following such assignment (and then only to the extent of the specific obligations undertaken by such named party heretoin this Agreement), (ia) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of the Company, Acquiror or Merger Sub any named party to this Agreement and (iib) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate 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 GCAC, any Sponsor or the Company, Acquiror or Merger Sub 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. Except in the case of claims against a Person in respect of such Person’s actual fraud: (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 Company, Acquiror and Merger Sub as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, shareholder Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror or Merger Sub and (ii) no past, present or future director, 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 or Merger Sub under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except Subject in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect all respects to the Company, Acquiror and Merger Sublast sentence of this Section 11.14, 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 Company, Acquiror Persons that are expressly named as Parties or Founders and Merger Sub as named parties hereto; and (b) except then only with respect to the specific obligations set forth herein with respect to such Party or Founder. Except to the extent a party hereto Party or Founder (and then only to the extent of the specific obligations undertaken by such party heretoParty or Founder in this Agreement), (ia) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror any Party or Merger Sub Founder and (iib) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in 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 the Founders, 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 hereby. Notwithstanding the foregoing, nothing in this Section 11.14 shall limit, amend or waive any rights or obligations of any party to any Transaction Agreement.

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

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror HoldCo, SPAC 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 Company, Acquiror HoldCo, SPAC and Merger Sub as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholderdirect or indirect equityholder, Affiliate, agent, attorney, advisor or representative or Affiliate of HoldCo, the Company, Acquiror SPAC or Merger Sub and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholderdirect or indirect equityholder, 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 HoldCo, the Company, Acquiror SPAC or Merger Sub under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror and Merger SubSubs, this Agreement may only be enforced against, and any claim or cause of action Action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the Company, Acquiror and Merger Sub Subs as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), ): (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror or Merger Sub Subs; and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any 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 Subs under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraudfraud or willful breach: (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 Company, Acquiror and Merger Sub as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror or Merger Sub and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any 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 for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyAgreement.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to each Member, the Company, Acquiror Company and Merger SubAcquiror, 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, a Member, the Company, Company and Acquiror and Merger Sub as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of a Member, the Company, Company or Acquiror or Merger Sub and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any 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 CompanyMembers, the Company or Acquiror or Merger Sub under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (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 Company, Acquiror and Merger Sub as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto)) or to the extent party to and as expressly contemplated by (and applicable to and subject to the terms of) any Ancillary Agreement, (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror or Merger Sub and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, 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 for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror and Merger Sub, this 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 CompanyNamed Parties, Acquiror and Merger Sub as named parties hereto; and (b) except then only with respect to the specific obligations set forth herein or in an Ancillary Agreement with respect to such Named Party. Except to the extent a party hereto (Named Party to this Agreement or an Ancillary Agreement and then only to the extent of the specific obligations undertaken by such party hereto)Named Party in this Agreement or in the applicable Ancillary Agreement, (ia) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Companyany named party to this Agreement or any Ancillary Agreement, Acquiror or Merger Sub and (iib) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, stockholder, Affiliate, agent, attorney, advisor 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 or Merger Amalgamation Sub 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 hereby.

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

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror and Merger Sub, this 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 CompanyNamed Parties, Acquiror and Merger Sub as named parties hereto; and (b) except then only with respect to the specific obligations set forth herein or in an Ancillary Agreement with respect to such Named Party. Except to the extent a party hereto (Named Party to this Agreement or an Ancillary Agreement and then only to the extent of the specific obligations undertaken by such party hereto)Named Party in this Agreement or in the applicable Ancillary Agreement, (ia) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Companyany named party to this Agreement or any Ancillary Agreement, Acquiror or Merger Sub and (iib) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in 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 CBAH, First Merger Sub or Second Merger Sub 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 hereby.

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

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (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 Company, Acquiror PubCo, Acquiror, Merger Sub I and Merger Sub II as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, commissioner, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative Representative or Affiliate of the Company, Acquiror PubCo, Acquiror, Merger Sub I or Merger Sub II and (ii) no past, present or future director, commissioner, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative Representative or Affiliate of any of the foregoing (collectively, the “Non-Recourse Parties”) 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 PubCo, Acquiror, Merger Sub I or Merger Sub II under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.