Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer and each Stockholder covenant, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing, as such for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 8 contracts
Samples: Controlled Company Agreement (P10, Inc.), Controlled Company Agreement (P10, Inc.), Stockholders Agreement (TPG Pace Solutions Corp.)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer Company and each Stockholder Investor covenant, agree and acknowledge that no Person (other than the parties heretohereto and their respective successors and permitted assigns) has any obligations hereunder, and that, to the fullest extent permitted by law, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general shareholder, member or limited partner of Investor or member of any Stockholder the Company or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliatesAffiliates, members, managerspartners, general managers or limited partners shareholders of Investor or assignees of any Affiliate thereof or the Stockholders Company or any Affiliate thereof (or their respective successors or permitted assigns) or any former, current or future stockholderequity holders, controlling personpersons, directordirectors, officerofficers, employeeemployees, general agents, Affiliates, members, partners, managers or limited partner, member, manager, Affiliate, agent or assignee shareholders of any of the foregoing, as such such, for any obligation of any Stockholder Investor or the Company (or their respective successors or permitted assigns) under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 4 contracts
Samples: Investor Rights Agreement (Loral Space & Communications Inc.), Investor Rights Agreement (Telesat Canada), Investor Rights Agreement (Loral Space & Communications Inc.)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain members of the Stockholders Key Individual Group may be partnerships or limited liability companiespartnerships, by its acceptance of the benefits of this Agreement, the Issuer and each Stockholder covenantthe Key Individual covenants, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder the Issuer, the Key Individual or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders Issuer, the Key Individual or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing, as such for any obligation of any Stockholder Issuer or the Key Individual under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 3 contracts
Samples: Director Designation Agreement (Pinstripes Holdings, Inc.), Director Designation Agreement (Banyan Acquisition Corp), Director Designation Agreement (Banyan Acquisition Corp)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders Investors may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer Company and each Stockholder covenant, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder Investor or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holdersInvestor, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders Investors or any former, current or future stockholderInvestor, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing, as such for any obligation of any Stockholder Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 3 contracts
Samples: Stockholders Agreement (WideOpenWest, Inc.), Stockholders Agreement (WideOpenWest, Inc.), Stockholders Agreement (WideOpenWest, Inc.)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders Investors may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer Company and each Stockholder Investor covenant, agree agree, and acknowledge acknowledge, on behalf of themselves and each of their respective former, current or future Affiliates and any of the foregoing’s respective former, current or future, direct or indirect, officers, directors, employees, Affiliates, shareholders, equityholders, controlling persons, managers, member, partners, agents, attorneys, advisors or other representatives or any of the foregoing’s respective successors and assigns (collectively, the “Related Parties”), that no Person (including all Related Parties other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder or of any Affiliate or assignee thereofRelated Party (other than the parties hereto), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of Related Parties (other than the foregoing, as such parties hereto) for any obligation of any Stockholder Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 3 contracts
Samples: Stockholders Agreement (Kapnick Scott), Stockholders Agreement (Standard General L.P.), Shareholder Agreement (Mediaco Holding Inc.)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders Investors may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer Parent and each Stockholder covenant, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing, as such for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 3 contracts
Samples: Major Stockholders’ Agreement (TransUnion), Major Stockholders’ Agreement (TransUnion), Major Stockholders’ Agreement (TransUnion Holding Company, Inc.)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer Company and each Stockholder the Investors covenant, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member shareholder of any Stockholder Investor or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliatesAffiliates, members, managers, general or limited partners shareholders or assignees of the Stockholders any Investor or any former, current or future stockholderequity holders, controlling personpersons, directordirectors, officerofficers, employeeemployees, general agents, Affiliates, members, managers, shareholders or limited partner, member, manager, Affiliate, agent or assignee assignees of any of the foregoing, as such such, for any obligation of any Stockholder Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 2 contracts
Samples: Registration Rights Agreement (Telesat Canada), Registration Rights Agreement (Loral Space & Communications Inc.)
Non-Recourse. No officer or director of the Corporation shall be personally liable to the Corporation, VoteCo or any Stockholder as a result of any acts or omissions taken under this Agreement in good faith. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewithAgreement, and notwithstanding the fact that VoteCo or certain of the Stockholders may be limited partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer VoteCo and each Stockholder covenantcovenants, agree agrees and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and acknowledges that, to the fullest extent permitted except as required by applicable law, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against the Apollo Group or any of its Affiliates or any of its or their former, current or future directordirect or indirect equity holders, officercontrolling persons, employeeshareholders, directors, officers, employees, agents, Affiliates, members, financing sources, accountants, advisors, managers, general or limited partner partners, assignees or member of any Stockholder or of any Affiliate or assignee thereofrepresentatives (“Related Parties”), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoingRelated Parties, as such such, for any obligation or liability of the Corporation, the Apollo Group or any Stockholder Stockholder, under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or liabilities or their creation.
Appears in 2 contracts
Samples: Stockholders Agreement (PlayAGS, Inc.), Shareholder Agreement (PlayAGS, Inc.)
Non-Recourse. Notwithstanding anything that Unless expressly agreed to otherwise by the Parties in writing, this Agreement may only be expressed enforced against, and any Proceeding in connection with, arising out of or implied in otherwise resulting from this Agreement, or any instrument or other document delivered pursuant to this Agreement or the Transactions, may only be brought against the Persons expressly named as Parties (or any document or instrument delivered in connection herewithof their respective successors, legal representatives and notwithstanding the fact that certain of the Stockholders may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer permitted assigns) and each Stockholder covenant, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, then only with respect to the fullest extent permitted by lawspecific obligations set forth herein with respect to such Party. No (i) past, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current present or future director, employee (including any officer), employeeincorporator, general manager, member, partner, stockholder, other equity holder or limited partner persons in a similar capacity, Spinco Lenders or member other Financing Sources controlling person, Affiliate or other Representative of any Stockholder or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders Party or any formerof their respective successors and permitted assigns or (ii) past, current present or future director, employee (including any officer), incorporator, manager, member, partner, stockholder, other equity holder or persons in a similar capacity, controlling person, director, officer, employee, general Affiliate or limited partner, member, manager, Affiliate, agent or assignee other Representative of any of the foregoingPersons set forth in the foregoing clause (i) or any of their respective successors and permitted assigns (unless, as for the avoidance of doubt, such Person is a Party), shall have any liability or other obligation for any obligation of any Stockholder Party under this Agreement or for any documents or instruments delivered Proceeding in connection with with, arising out of or otherwise resulting from this Agreement, or any instrument or other document delivered pursuant to this Agreement or the Transactions; provided, however, that nothing in this Section 11.9 shall limit any liability or other obligation of the Parties for breaches of the terms and conditions of this Agreement. This Section 11.9 shall not affect the rights of any claim based on, Person as a party to the Spinco Commitment Letter to enforce the Spinco Commitment Letter or any other applicable Financing Agreement in respect of or by reason of such obligations or their creationaccordance with its terms.
Appears in 2 contracts
Samples: Merger Agreement (Discovery, Inc.), Merger Agreement (At&t Inc.)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders Investors may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer Company and each Stockholder Investor covenant, agree agree, and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder Investor or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliatesAffiliates, members, managers, general or limited partners or assignees of the Stockholders Investors or any former, current or future stockholderequity holders, controlling personpersons, directordirectors, officerofficers, employeeemployees, agents, Affiliates, members, managers, general or limited partner, member, manager, Affiliate, agent partners or assignee assignees of any of the foregoing, as such such, for any obligation of any Stockholder Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 2 contracts
Samples: Shareholder Rights Agreement (Privia Health Group, Inc.), Shareholder Rights Agreement (Privia Health Group, Inc.)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders Investors may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer and each Stockholder covenant, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing, as such for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 2 contracts
Samples: Stockholders Agreement (ZoomInfo Technologies Inc.), Stockholders Agreement (ZoomInfo Technologies Inc.)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders Investors may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer Company and each Stockholder Investor covenant, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder Investor or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliatesAffiliates, members, managers, general or limited partners or assignees of the Stockholders Investors or any former, current or future stockholderequity holders, controlling personpersons, directordirectors, officerofficers, employeeemployees, agents, Affiliates, members, managers, general or limited partner, member, manager, Affiliate, agent partners or assignee assignees of any of the foregoing, as such such, for any obligation of any Stockholder Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 2 contracts
Samples: Stockholders’ Agreement (ProSight Global, Inc.), Stockholders’ Agreement (ProSight Global, Inc.)
Non-Recourse. This Agreement may only be enforced by the named Parties hereto. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer Company and each Stockholder the Shareholder covenant, agree and acknowledge that no Person (other than the parties heretoParties hereto and their respective successors and permitted assigns) has any obligations hereunder, and that, to the fullest extent permitted by law, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general shareholder, member or limited partner of Shareholder or member of any Stockholder the Company or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that that, except in the case of fraud, no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliatesAffiliates, members, managerspartners, general managers or limited partners shareholders of Shareholder or assignees of any Affiliate thereof or the Stockholders Company or any Affiliate thereof (or their respective successors or permitted assigns) or any former, current or future stockholderequity holders, controlling personpersons, directordirectors, officerofficers, employeeemployees, general agents, Affiliates, members, partners, managers or limited partner, member, manager, Affiliate, agent or assignee shareholders of any of the foregoing, as such such, for any obligation of any Stockholder Shareholder or the Company (or their respective successors or permitted assigns) under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 2 contracts
Samples: Business Combination Agreement (Bungeltd), Business Combination Agreement (Bungeltd)
Non-Recourse. Notwithstanding anything Except as set forth on Schedule 4.28, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against the entities that may be expressed or implied are expressly named as parties hereto and then only with respect to the obligations expressly set forth herein with respect to such party. Except as set forth on Schedule 4.28 and to the extent a named party to this Agreement (and then only to the extent of the obligations expressly undertaken by such named party in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer and each Stockholder covenant, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law), no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current past, present or future director, officer, employee, general or limited partner or member of any Stockholder or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, stockholder, Affiliate, agent Immediate Family member, agent, attorney, or assignee other representative of any party hereto, including the Sellers’ Representative or its partners (collectively and solely in their capacities as such, the “Seller Related Parties”) shall have any Liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose Liability of the foregoing, as such an entity party against its owners or Affiliates) for any obligation obligations or Liabilities of any Stockholder party hereto under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of of, or by reason of, the transactions contemplated hereby or in respect of such obligations any oral representations made or their creationalleged to have been made in connection herewith. In no event shall the Earthbound Group or any of its Affiliates have any recourse against any former, current or future stockholders, members, managers or Affiliates of Buyer or the Guarantor, or any former, current or future officers, directors, employees, agents or representatives of any of the foregoing arising out of or based on the termination of this Agreement or any breach hereof.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (WHITEWAVE FOODS Co)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer Company and each Stockholder Shareholder covenant, agree and acknowledge that no Person (other than the parties hereto) has recourse under this Agreement or any documents or instruments delivered in connection with this Agreement in respect of each Shareholder’s obligations hereunder, and that, to the fullest extent permitted by law, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member or equity holder of any Stockholder Shareholder or of any Affiliate or assignee thereofthereof (in their capacity as such and not, as the case may be, in their capacity as a director or officer of the Company), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders or any former, current or future stockholderofficer, controlling person, agent or employee of any Shareholder or any current or future member or equity holder of any Shareholder or any current or future director, officer, employee, general partner or limited partner, member, manager, Affiliate, agent member or equity holder of any Shareholder or of any Affiliate or assignee of any thereof (in their capacity as such and not, as the case may be, in their capacity as a director or officer of the foregoingCompany), as such for any obligation of any Stockholder Shareholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 2 contracts
Samples: Shareholder Agreement (Avista Capital Partners III GP, L.P.), Shareholder Agreement (Osmotica Pharmaceuticals PLC)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders Investors may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer Company and each Stockholder covenantInvestor covenants, agree agrees and acknowledge acknowledges that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder Investor or of any Affiliate Affiliate, portfolio company (or Subsidiary thereof) of any Investor or of any of its Affiliates, or any assignee thereofof any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliatesAffiliates, members, managers, general or limited partners partners, portfolio companies (or Subsidiaries thereof) or assignees of the Stockholders Investor or any former, current or future stockholdershareholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, portfolio company (or Subsidiary thereof), agent or assignee of any of the foregoing, as such for any obligation of any Stockholder Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Eros International PLC), Investors' Rights Agreement (Eros International PLC)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or in any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders Members may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer Company and each Stockholder Member covenant, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, executive, employee, general or limited partner or member of any Stockholder Member or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, executives, employees, agents, affiliatesAffiliates, members, managers, general or limited partners or assignees of the Stockholders Members or any former, current or future stockholder, controlling person, director, officer, executive, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing, as such such, for any obligation of any Stockholder Member under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Reorganized Blackhawk Limited Liability Company Agreement
Non-Recourse. This Agreement may only be enforced by the named Parties hereto. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer Company and each Stockholder the Shareholder covenant, agree and acknowledge that no Person (other than the parties heretoParties hereto and their respective successors and permitted assigns) has any obligations hereunder, and that, to the fullest extent permitted by law, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general shareholder, member or limited partner of Shareholder or member of any Stockholder the Company or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that that, except in the case of fraud, no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the former, current and future equity holders, controlling personsPersons, directors, officers, employees, agents, affiliatesAffiliates, members, managerspartners, general managers or limited partners shareholders of Shareholder or assignees of any Affiliate thereof or the Stockholders Company or any Affiliate thereof (or their respective successors or permitted assigns) or any former, current or future stockholderequity holders, controlling personPersons, directordirectors, officerofficers, employeeemployees, general agents, Affiliates, members, partners, managers or limited partner, member, manager, Affiliate, agent or assignee shareholders of any of the foregoing, as such such, for any obligation of any Stockholder Shareholder or the Company (or their respective successors or permitted assigns) under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 2 contracts
Samples: Business Combination Agreement (Bungeltd), Business Combination Agreement (Bungeltd)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Level Equity Stockholders may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer and each Stockholder the Level Equity Stockholders covenant, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder the Issuer, the Level Equity Stockholders or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Issuer, Level Equity Stockholders or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing, as such for any obligation of any Stockholder Issuer or the Level Equity Stockholders under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 1 contract
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer Company and each Stockholder Shareholder covenant, agree and acknowledge that no Person (other than the parties hereto) has recourse under this Agreement or any documents or instruments delivered in connection with this Agreement in respect of each Shareholder's obligations hereunder, and that, to the fullest extent permitted by law, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member or equity holder of any Stockholder Shareholder or of any Affiliate or assignee thereofthereof (in their capacity as such and not, as the case may be, in their capacity as a director or officer of the Company), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders or any former, current or future stockholderofficer, controlling person, agent or employee of any Shareholder or any current or future member or equity holder of any Shareholder or any current or future director, officer, employee, general partner or limited partner, member, manager, Affiliate, agent member or equity holder of any Shareholder or of any Affiliate or assignee of any thereof (in their capacity as such and not, as the case may be, in their capacity as a director or officer of the foregoingCompany), as such for any obligation of any Stockholder Shareholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 1 contract
Samples: Shareholders Agreement (Osmotica Pharmaceuticals PLC)
Non-Recourse. Notwithstanding anything that Unless expressly agreed to otherwise by the parties to this Agreement, in writing, this Agreement may only be expressed enforced against, and any Proceeding in connection with, arising out of or implied in otherwise resulting from this Agreement, or any instrument or other document delivered pursuant to this Agreement or any document or instrument delivered in connection herewiththe Contemplated Transactions, and notwithstanding may only be brought against the fact that certain of the Stockholders may be partnerships or limited liability companies, by its acceptance of the benefits Persons expressly named as parties of this AgreementAgreement (or any of their respective successors, the Issuer legal representatives and each Stockholder covenant, agree permitted assigns) and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, then only with respect to the fullest extent permitted by lawspecific obligations set forth herein with respect to such party. No (i) past, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current present or future director, employee (including any officer), employeeincorporator, general manager, member, partner, stockholder, other equity holder or limited partner or member of any Stockholder or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders or any former, current or future stockholderpersons in a similar capacity, controlling person, Affiliate or other Representative of any party or any of their respective successors and permitted assigns or (ii) past, present or future director, employee (including any officer), employeeincorporator, general or limited partnermanager, member, managerpartner, Affiliatestockholder, agent other equity holder or assignee persons in a similar capacity, controlling person, Affiliate or other Representative of any of the foregoingPersons set forth in the foregoing clause (i) or any of their respective successors and permitted assigns (unless, as for the avoidance of doubt, such Person is a party), shall have any liability or other obligation for any obligation of any Stockholder party under this Agreement or for any documents or instruments delivered Proceeding in connection with with, arising out of or otherwise resulting from this Agreement, or any instrument or other document delivered pursuant to this Agreement or the Contemplated Transactions; provided, however, that nothing in this Section 6.15 shall limit any liability or other obligation of the parties for any claim based on, in respect breaches of or by reason the terms and conditions of such obligations or their creationthis Agreement.
Appears in 1 contract
Samples: Voting and Support Agreement (Sonim Technologies Inc)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the EB Stockholders may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer and each Stockholder the EB Stockholders covenant, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder the Issuer, the EB Stockholders or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Issuer, EB Stockholders or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing, as such for any obligation of any Stockholder Issuer or the EB Stockholders under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 1 contract
Non-Recourse. Notwithstanding anything that Subject in all respects to the last sentence of this Section 13.14, this Agreement may only be expressed enforced against, and any claim or implied in cause of action based upon, arising out of, or related Table of Contents to this Agreement or any document or instrument delivered in connection herewiththe transactions contemplated hereby may only be brought against, the entities that are expressly named as Parties and notwithstanding then only with respect to the fact that certain specific obligations set forth herein with respect to such Party. Except to the extent a Party hereto (and then only to the extent of the Stockholders may be partnerships or limited liability companies, specific obligations undertaken by its acceptance of the benefits of such Party in this Agreement), the Issuer and each Stockholder covenant(a) no past, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current present or future director, officer, employee, general incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or limited partner representative or member Affiliate of any Stockholder or of any Affiliate or assignee thereofParty and (b) no past, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders or any former, current present or future stockholder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, stockholder, Affiliate, agent agent, attorney, advisor or assignee representative or Affiliate of any of the foregoingforegoing shall have any Liability (whether in contract, as such tort, equity or otherwise) for any obligation one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any Stockholder one or more of Fathom, the Fathom Blockers or the Altimar Parties under this Agreement of or any documents or instruments delivered in connection with this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, nothing in respect this Section 13.14 shall limit, amend or waive any rights of or by reason of any party to any Transaction Agreement under such obligations or their creationTransaction Agreement; provided such rights can only be enforced against the actual parties to the applicable Transaction Agreements in accordance with the terms thereof.
Appears in 1 contract
Samples: Business Combination Agreement (Altimar Acquisition Corp. II)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders Investors may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer Company and each Stockholder covenant, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing, as such for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 1 contract
Samples: Stockholders’ Agreement (PSAV, Inc.)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewithAgreement, and notwithstanding the fact that certain of the Stockholders may be partnerships or limited liability companiesparties hereto, by its their acceptance of the benefits of this Agreementhereof, the Issuer and each Stockholder covenant, agree and acknowledge that no Person (person other than the parties hereto) has KKR Partnership shall have any obligations hereunder, obligation hereunder with respect to claims against the KKR Partnership and that, to notwithstanding that the fullest extent permitted by lawKKR Partnership is a partnership, no recourse under this Agreement hereunder or any documents or instruments delivered in connection with this Agreement herewith shall be had against any current or future officer, agent or employee of the KKR Partnership or against any current or future general or limited partner of the KKR Partnership or any current or future director, officer, employee, general or limited partner partner, member, affiliate or member assignee of any Stockholder or of any Affiliate or assignee thereofthe foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of the former, KKR Partnership or any current and or future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees partner of the Stockholders KKR Partnership or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent affiliate or assignee of any of the foregoing, as such such, for any obligation obligations of any Stockholder the KKR Partnership under this Agreement or any documents or instruments delivered in connection with this Agreement herewith or for any claim based on, in respect of or by reason of such obligations or their creation, PROVIDED, HOWEVER, that this Section 10.21 will not limit or offset any claim based upon fraud.
Appears in 1 contract
Samples: Shareholder Rights Agreement (Willis Group Holdings LTD)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders Sponsor Investors may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer Parent and each Stockholder covenant, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing, as such for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 1 contract
Samples: Stockholders' Agreement (TransUnion Holding Company, Inc.)
Non-Recourse. Notwithstanding anything that Unless expressly agreed to otherwise by the Parties in writing, this Agreement may only be expressed enforced against, and any Proceeding in connection with, arising out of or implied in otherwise resulting from this Agreement, or any instrument or other document delivered pursuant to this Agreement or the Transactions, may only be brought against the Persons expressly named as Parties (or any document or instrument delivered in connection herewithof their respective successors, legal representatives and notwithstanding the fact that certain of the Stockholders may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer permitted assigns) and each Stockholder covenant, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, then only with respect to the fullest extent permitted by lawspecific obligations set forth herein with respect to such Party. No (a) past, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current present or future director, employee (including any officer), employeeincorporator, general manager, member, partner, stockholder, other equity holder or limited partner persons in a similar capacity, Spinco Lenders or member other Financing Sources controlling person, Affiliate or other Representative of any Stockholder Party or any of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceedingtheir respective successors and permitted assigns, or by virtue of any statute(b) past, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders or any former, current present or future director, employee (including any officer), incorporator, manager, member, partner, stockholder, other equity holder or persons in a similar capacity, controlling person, director, officer, employee, general Affiliate or limited partner, member, manager, Affiliate, agent or assignee other Representative of any of the foregoingPersons set forth in the foregoing clause (a) or any of their respective successors and permitted assigns (unless, as for the avoidance of doubt, such Person is a Party), shall have any liability or other obligation for any obligation of any Stockholder Party under this Agreement or for any documents or instruments delivered Proceeding in connection with with, arising out of or otherwise resulting from this Agreement, or any instrument or other document delivered pursuant to this Agreement or the Transactions; provided, however, that nothing in this Section 11.9 shall limit any liability or other obligation of the Parties for breaches of the terms and conditions of this Agreement. This Section 11.9 shall not affect the rights of any claim based on, Person as a party to the Spinco Commitment Letter to enforce the Spinco Commitment Letter or any other applicable Financing Agreement in respect of or by reason of such obligations or their creationaccordance with its terms.
Appears in 1 contract
Samples: RMT Transaction Agreement (Berry Global Group, Inc.)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewithAgreement, and notwithstanding the fact that certain of the Stockholders parties may be partnerships or limited liability companies, by each party hereto covenants, agrees and acknowledges (on behalf of itself and its acceptance of the benefits of this Agreementsubsidiaries, the Issuer Affiliates, Representatives and each Stockholder covenant, agree and acknowledge equity holders) that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, no recourse under this Agreement Agreement, any other Transaction Document or any documents or instruments delivered in connection with this Agreement or any other Transaction Document shall be had against any party’s Affiliates or any of each of their respective former, current or future directordirect or indirect equity holders, officercontrolling persons, employeepartners, stockholders, directors, officers, employees, agents, members, managers, general or limited partner partners or member assignees (each a “Related Party”, to the extent applicable, and collectively, the “Related Parties”), in each case other than the parties to this Agreement and each of the other Transaction Documents and each of their respective successors and permitted assignees under this Agreement (and, in the case of any Stockholder or other Transaction Document, the applicable parties thereto and each of any Affiliate or assignee thereoftheir respective successors and permitted assigns), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the formerincurred, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Stockholders or any former, current or future stockholder, controlling personexcept in connection with such Person’s role as a manager, director, officerofficer or agent of the Company, employee, general or limited partner, member, manager, Affiliate, agent or assignee of by any of the foregoingRelated Parties, as such such, for any obligation or liability of any Stockholder party under this Agreement or any documents or instruments delivered in connection with this Agreement herewith for any claim based on, in respect of or by reason of such obligations or liabilities or their creation; provided, however, nothing in this Section 7.7 shall relieve or otherwise limit the liability of any party or any of their respective successors or permitted assigns for any breach or violation of its obligations under such agreements, documents or instruments to which it is a party.
Appears in 1 contract
Samples: Voting and Support Agreement (On Semiconductor Corp)
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Stockholders may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Issuer Company and each Stockholder Chinos SPV covenant, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that, to the fullest extent permitted by law, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder Chinos SPV or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliatesAffiliates, members, managers, general or limited partners or assignees of the Stockholders Chinos SPV or any former, current or future stockholderequity holders, controlling personpersons, directordirectors, officerofficers, employeeemployees, agents, Affiliates, members, managers, general or limited partner, member, manager, Affiliate, agent partners or assignee assignees of any of the foregoing, as such such, for any obligation of any Stockholder Chinos SPV under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 1 contract
Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewithAgreement, and notwithstanding the fact that certain of the Stockholders may be partnerships or limited liability companiesother parties hereto, by its their acceptance of the benefits of this Agreementhereof, the Issuer and each Stockholder covenant, agree and acknowledge that that, no Person (person other than the parties hereto) has KKR Partnerships shall have any obligations hereunder, obligation hereunder and that, to notwithstanding that the fullest extent permitted by lawKKR Partnerships are partnerships, no recourse under this Agreement hereunder or any documents or instruments delivered in connection with this Agreement herewith shall be had against any current or future officer, agent or employee of the KKR Partnerships or against any current or future general or limited partner of the KKR Partnerships or any current or future director, officer, employee, general or limited partner partner, member, affiliate or member assignee of any Stockholder or of any Affiliate or assignee thereofthe foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of the former, KKR Partnerships or any current and or future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees partner of the Stockholders KKR Partnerships or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent affiliate or assignee of any of the foregoing, as such such, for any obligation obligations of any Stockholder the KKR Partnerships under this Agreement or any documents or instruments delivered in connection with this Agreement herewith or for any claim based on, in respect of or by reason of such obligations or their creation.
Appears in 1 contract
Samples: Contribution and Share Subscription Agreement (Willis Group Holdings LTD)