Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership and the Holders shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 27 contracts
Samples: Registration Rights Agreement (Oasis Midstream Partners LP), Registration Rights Agreement (GPM Petroleum LP), Registration Rights Agreement (Oasis Midstream Partners LP)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and their permitted transferees and assignees) and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Purchaser hereunder.
Appears in 16 contracts
Samples: Registration Rights Agreement (Enviva Partners, LP), Common Unit Purchase Agreement (Enviva Partners, LP), Registration Rights Agreement (Noble Midstream Partners LP)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Investors (and their permitted transferees and assignees) and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Investors may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Investors or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Investors or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Investors under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Investor hereunder.
Appears in 13 contracts
Samples: Registration Rights Agreement (Buckeye Partners, L.P.), Registration Rights Agreement (Teekay Offshore Partners L.P.), Registration Rights Agreement (Teekay LNG Partners L.P.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Holders and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate affiliate of any of the Holders Holder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Holder hereunder.
Appears in 11 contracts
Samples: Registration Rights Agreement (NextDecade Corp.), Registration Rights Agreement (NextDecade Corp.), Registration Rights Agreement (NextDecade Corp.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers, Selling Holders, their respective permitted assignees and the Holders Contango shall have any obligation hereunder and that, notwithstanding that one or more of Contango and the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of Contango, the Purchasers, Selling Holders or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of Contango, the Purchasers, Selling Holders or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of Contango, the Purchasers, Selling Holders or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders Purchasers or a Selling Holder hereunder.
Appears in 11 contracts
Samples: Registration Rights Agreement (Contango Oil & Gas Co), Registration Rights Agreement (Contango Oil & Gas Co), Registration Rights Agreement (Contango Oil & Gas Co)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and their permitted transferees and assignees) and the Holders Partnership shall have any obligation hereunder and that, notwithstanding hereunder. Notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, as such, for any obligations of the Holders Purchasers under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Purchaser hereunder.
Appears in 10 contracts
Samples: Registration Rights Agreement (NGL Energy Partners LP), Class D Preferred Unit and Warrant Purchase Agreement (NGL Energy Partners LP), Registration Rights Agreement (NGL Energy Partners LP)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Holders and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Holder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Holder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Holder hereunder.
Appears in 10 contracts
Samples: Registration Rights Agreement (Lilis Energy, Inc.), Registration Rights Agreement (Northern Oil & Gas, Inc.), Registration Rights Agreement (TRT Holdings Inc)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that that, other than as set forth herein, no Person other than the Partnership Purchasers, the Holders, their respective permitted assignees and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder shareholder or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder shareholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder shareholder or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder shareholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders any Purchaser or a Selling Holder hereunder.
Appears in 8 contracts
Samples: Registration Rights Agreement (Equitrans Midstream Corp), Registration Rights Agreement (Equitrans Midstream Corp), Preferred Restructuring Agreement (Equitrans Midstream Corp)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that that, other than as set forth herein, no Person other than the Partnership Warrant Agent, the Holders, their respective permitted assignees and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders any Holder hereunder.
Appears in 8 contracts
Samples: Warrant Agreement (APA Corp), Warrant Agreement (Callon Petroleum Co), Warrant Agreement (SM Energy Co)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that that, other than as set forth herein, no Person other than the Partnership Purchasers, the Holders, their respective permitted assignees and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders any Purchaser or a Selling Holder hereunder.
Appears in 8 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (EQM Midstream Partners, LP), Registration Rights Agreement (Equitrans Midstream Corp)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Company and the Holders shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 8 contracts
Samples: Registration Rights Agreement (Lonestar Resources US Inc.), Registration Rights Agreement (Lonestar Resources US Inc.), Registration Rights Agreement (Lonestar Resources US Inc.)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and their permitted transferees and assignees) and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Purchaser hereunder.
Appears in 8 contracts
Samples: Registration Rights Agreement (SEACOR Marine Holdings Inc.), Registration Rights Agreement (Lilis Energy, Inc.), Registration Rights Agreement (Swift Energy Co)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that that, other than as set forth herein, no Person other than the Partnership Purchasers, the Selling Holders, their respective permitted assignees and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders any Purchaser or a Selling Holder hereunder.
Appears in 7 contracts
Samples: Registration Rights Agreement (KNOT Offshore Partners LP), Series a Preferred Unit Purchase Agreement (KNOT Offshore Partners LP), Registration Rights Agreement (CSI Compressco LP)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership and the Holders shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders hereunder.
Appears in 7 contracts
Samples: Registration Rights Agreement (Rattler Midstream Lp), Registration Rights Agreement (Rattler Midstream Lp), Registration Rights Agreement (Viper Energy Partners LP)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership and the Holders Purchasers shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable lawLaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders a Purchaser hereunder.
Appears in 7 contracts
Samples: Common Unit Purchase Agreement (DCP Midstream Partners, LP), Registration Rights Agreement (Universal Compression Partners, L.P.), Registration Rights Agreement (DCP Midstream Partners, LP)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers, Selling Holders, their respective permitted assignees and the Holders USWS shall have any obligation hereunder and that, notwithstanding that one or more of USWS and the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of USWS, the Purchasers, Selling Holders or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of USWS, the Purchasers, Selling Holders or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of USWS, the Purchasers, Selling Holders or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders Purchasers or a Selling Holder hereunder.
Appears in 7 contracts
Samples: Registration Rights Agreement (U.S. Well Services, Inc.), Registration Rights Agreement (Crestview Partners III GP, L.P.), Registration Rights Agreement (U.S. Well Services, Inc.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership and the Holders shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 6 contracts
Samples: Registration Rights Agreement (Foresight Energy LP), Registration Rights Agreement (Foresight Energy LP), Registration Rights Agreement (Foresight Energy LP)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Unitholders (and the Holders their permitted transferees and assignees) and Crestwood shall have any obligation hereunder and that, notwithstanding hereunder. Notwithstanding that one or more of the Holders Unitholders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Unitholders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Unitholders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Unitholders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Unitholder hereunder.
Appears in 6 contracts
Samples: Contribution Agreement (Crestwood Equity Partners LP), Registration Rights Agreement (Crestwood Equity Partners LP), Merger Agreement (Crestwood Equity Partners LP)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership and the Holders Purchasers shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable lawLaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Purchaser hereunder.
Appears in 5 contracts
Samples: Registration Rights Agreement (NGL Energy Partners LP), Registration Rights Agreement (Rose Rock Midstream, L.P.), Common Unit Purchase Agreement (Rose Rock Midstream, L.P.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Company and the Holders shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 5 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Talos Energy Inc.), Registration Rights Agreement (SAILFISH ENERGY HOLDINGS Corp)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) and Atlas Energy shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the Purchase Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or the Purchase Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 5 contracts
Samples: Registration Rights Agreement (Atlas Resources Public #18-2008 (A) L.P.), Class D Unit and Common Unit Purchase Agreement (Atlas Energy Resources, LLC), Registration Rights Agreement (Atlas Resources Public #17-2007 (A) L.P.)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and their permitted transferees and assignees) and the Holders Partnership shall have any obligation hereunder and that, notwithstanding hereunder. Notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, as such, for any obligations of the Holders Purchasers under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Purchaser hereunder.
Appears in 5 contracts
Samples: Registration Rights Agreement (NGL Energy Partners LP), Class a Convertible Preferred Unit and Warrant Purchase Agreement (NGL Energy Partners LP), Registration Rights Agreement (Crestwood Equity Partners LP)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the other Basic Documents or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or the other Basic Documents or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 5 contracts
Samples: Common Unit Purchase Agreement (EV Energy Partners, LP), Securities Purchase Agreement (Interoil Corp), Common Share Purchase Agreement (Interoil Corp)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Holders and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Holder hereunder.
Appears in 4 contracts
Samples: Registration Rights Agreement (Usa Technologies Inc), Registration Rights Agreement (SEACOR Marine Holdings Inc.), Registration Rights Agreement (SEACOR Marine Holdings Inc.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership and the Holders shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 4 contracts
Samples: Registration Rights Agreement (Emerge Energy Services LP), Registration Rights Agreement (Emerge Energy Services LP), Registration Rights Agreement (CVR Refining, LP)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) and Concho shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the Purchase Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or the Purchase Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 4 contracts
Samples: Registration Rights Agreement (Concho Resources Inc), Common Stock Purchase Agreement (Concho Resources Inc), Registration Rights Agreement (Concho Resources Inc)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchaser (and its permitted transferees and assignees) and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchaser may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchaser under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders Purchaser hereunder.
Appears in 4 contracts
Samples: Registration Rights Agreement (LSB Industries Inc), Securities Purchase Agreement (LSB Industries Inc), Registration Rights Agreement (Abengoa Yield PLC)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Holders (and the Holders their transferees or assignees) and Parent shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate affiliate of any of the Holders Holder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate affiliate of any of the Holders Holder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate affiliate of any of the foregoing, as such, for any obligations of the Holders a Holder under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 4 contracts
Samples: Registration Rights Agreement (Earthstone Energy Inc), Registration Rights Agreement (Earthstone Energy Inc), Registration Rights Agreement (Earthstone Energy Inc)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Unitholders (and the Holders their transferees or assignees) and Parent shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Partnership Unitholders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Partnership Unitholder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Partnership Unitholder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders a Partnership Unitholder under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 4 contracts
Samples: Registration Rights Agreement (LRR Energy, L.P.), Registration Rights Agreement (Vanguard Natural Resources, LLC), Registration Rights Agreement (LRR Energy, L.P.)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Investors (and their permitted transferees and assignees) and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Investors may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Investors or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Investors or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Investors under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders an Investor hereunder.
Appears in 4 contracts
Samples: Registration Rights Agreement (Teekay Offshore Partners L.P.), Registration Rights Agreement (USA Compression Partners, LP), Contribution Agreement (USA Compression Partners, LP)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership and the Holders Purchasers shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the other Basic Documents or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable lawLaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or the other Basic Documents or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders a Purchaser hereunder.
Appears in 4 contracts
Samples: Common Unit Purchase Agreement (DCP Midstream Partners, LP), Common Unit Purchase Agreement (DCP Midstream Partners, LP), Purchase Agreement (DCP Midstream Partners, LP)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that that, other than as set forth herein, no Person other than the Partnership Initial Holders, the Selling Holders, their respective permitted assignees and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders any Initial Holder or a Selling Holder hereunder.
Appears in 4 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Plains Gp Holdings Lp), Registration Rights Agreement (Plains All American Pipeline Lp)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership GSO Funds (and their transferees or assignees) and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder securityholder or Affiliate of any of the Holders GSO Funds or the Company or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder securityholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder securityholder or Affiliate of any of the Holders GSO Funds or the Company or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder securityholder or Affiliate of any of the foregoing, as such, for any obligations of any of the Holders GSO Funds or the Company under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 4 contracts
Samples: Standstill and Voting Agreement, Securities Purchase Agreement (Sanchez Energy Corp), Standstill and Voting Agreement (Sanchez Energy Corp)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and their permitted transferees and assignees) and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Purchaser hereunder.
Appears in 4 contracts
Samples: Registration Rights Agreement (Westlake Chemical Partners LP), Registration Rights Agreement (GPM Petroleum LP), Registration Rights Agreement (Teekay Offshore Partners L.P.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that that, other than as set forth herein, no Person other than the Partnership Investors, the Selling Holders, their respective permitted assignees and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders an Investor or a Selling Holder hereunder.
Appears in 4 contracts
Samples: Registration Rights Agreement (EnLink Midstream, LLC), Securities Purchase Agreement (EnLink Midstream Partners, LP), Securities Purchase Agreement (EnLink Midstream Partners, LP)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchaser (and the Holders its permitted assignees) and Seller shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be Purchaser is a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable lawLaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchaser under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders Purchaser hereunder.
Appears in 4 contracts
Samples: Registration Rights Agreement (McMoran Exploration Co /De/), Registration Rights Agreement (Freeport McMoran Copper & Gold Inc), Stock Purchase Agreement (McMoran Exploration Co /De/)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that that, other than as set forth herein, no Person other than the Partnership Purchasers, the Selling Holders, their respective permitted assignees and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership Company or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders any Purchaser or a Selling Holder hereunder.
Appears in 4 contracts
Samples: Series a Preferred Stock Purchase Agreement (Targa Resources Corp.), Purchase Agreement (Targa Resources Corp.), Registration Rights Agreement (Targa Resources Corp.)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the other Basic Documents or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or the other Basic Documents or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders a Purchaser hereunder.
Appears in 4 contracts
Samples: Unit Purchase Agreement (Legacy Reserves Lp), Securities Purchase Agreement (El Paso Pipeline Partners, L.P.), Unit Purchase Agreement (Enterprise GP Holdings L.P.)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and their permitted assignees) and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable lawLaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders a Purchaser hereunder.
Appears in 4 contracts
Samples: Registration Rights Agreement (Crestwood Midstream Partners LP), Registration Rights Agreement (El Paso Pipeline Partners, L.P.), Registration Rights Agreement (Enterprise GP Holdings L.P.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Company and the Holders Holder shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Holder may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Holder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Holder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Holder under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders Holder hereunder.
Appears in 4 contracts
Samples: Registration Rights Agreement (Biovie Inc.), Registration Rights Agreement (Acuitas Group Holdings, LLC), Registration Rights Agreement (Biovie Inc.)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) and Atlas shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the Purchase Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or the Purchase Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 4 contracts
Samples: Registration Rights Agreement (Atlas Pipeline Partners Lp), Class D Preferred Unit Purchase Agreement (Atlas Pipeline Partners Lp), Class D Preferred Unit Purchase Agreement (Atlas Pipeline Partners Lp)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) and Eagle Rock shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability companypartnership, no recourse under this Agreement or the Purchase Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or the Purchase Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 4 contracts
Samples: Common Unit Purchase Agreement (Eagle Rock Energy Partners L P), Common Unit Purchase Agreement (Eagle Rock Energy Partners L P), Registration Rights Agreement (Eagle Rock Energy Partners L P)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted transferees and assignees) and HEP shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Purchaser hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Holly Energy Partners Lp), Common Unit Purchase Agreement (Holly Energy Partners Lp), Common Unit Purchase Agreement (Holly Energy Partners Lp)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) and Constellation Energy shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the Purchase Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or the Purchase Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Constellation Energy Partners LLC), Registration Rights Agreement (Constellation Energy Partners LLC), Registration Rights Agreement (Constellation Energy Partners LLC)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) and Linn Energy shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the Purchase Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or the Purchase Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Linn Energy, LLC), Registration Rights Agreement (Linn Energy, LLC), Class D Unit and Unit Purchase Agreement (Linn Energy, LLC)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership and the Holders shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable lawLaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders a Holder hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Boardwalk Pipeline Partners, LP), Unit Purchase Agreement (Boardwalk Pipeline Partners, LP), Registration Rights Agreement (Boardwalk Pipeline Partners, LP)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership PXP (and the Holders its permitted assignees) and McMoRan shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be PXP is a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders PXP or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable lawLaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders PXP or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders PXP under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders PXP hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Plains Exploration & Production Co), Registration Rights Agreement (McMoran Exploration Co /De/), Registration Rights Agreement (McMoran Exploration Co /De/)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Required Holders (and its permitted transferees and assignees) and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no hereunder. No recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Required Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Required Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, as such, for any obligations of the Required Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the a Required Holders hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Callon Petroleum Co), Exchange Agreement (Callon Petroleum Co), Registration Rights Agreement (Callon Petroleum Co)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that that, other than as set forth herein, no Person other than the Partnership Purchaser, the Selling Holders, their respective permitted assignees and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders any Purchaser or a Selling Holder hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (EnLink Midstream, LLC), Preferred Restructuring Agreement (EnLink Midstream Partners, LP), Preferred Restructuring Agreement (EnLink Midstream, LLC)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Holders, Selling Holders, their respective permitted assignees and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Company and the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder equityholder or Affiliate of any of the Company, the Holders, Selling Holders or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder equityholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder equityholder or Affiliate of any of the Company, the Holders, Selling Holders or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder equityholder or Affiliate of any of the foregoing, as such, for any obligations of the Company, the Holders, Selling Holders or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders or a Selling Holder hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Calumet, Inc. /DE), Conversion Agreement (Calumet Specialty Products Partners, L.P.), Conversion Agreement (Calumet Specialty Products Partners, L.P.)
Obligations Limited to Parties to Agreement. Each To the fullest extent permitted by law, each of the parties hereto covenants, agrees and acknowledges that that, other than as set forth herein, no Person other than the Partnership Purchasers, the Holders, their respective permitted assignees and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders any Purchaser or a Selling Holder hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Emerge Energy Services LP), Registration Rights Agreement (Phillips 66 Partners Lp), Purchase Agreement (Phillips 66 Partners Lp)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Members (and their transferees or assignees) and the Holders Company shall have any obligation hereunder and that, that notwithstanding that one or more of the Holders may be a corporation, partnership or Member is a limited liability companycompany or other entity, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Members or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Members or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Members under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Tengasco Inc), Registration Rights Agreement (Riley Exploration - Permian, LLC), Registration Rights Agreement (Riley Exploration - Permian, LLC)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person person other than the Partnership Company and the Holders shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders a Holder hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Hall of Fame Resort & Entertainment Co), Registration Rights Agreement (Hall of Fame Resort & Entertainment Co), Registration Rights Agreement (Hall of Fame Resort & Entertainment Co)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Xxxxxxx (and the Holders its permitted assignees) and Stratus shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be Xxxxxxx is a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Xxxxxxx or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable lawLaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Xxxxxxx or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Xxxxxxx under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders Xxxxxxx hereunder.
Appears in 3 contracts
Samples: Investor Rights Agreement (Stratus Properties Inc), Investor Rights Agreement (Moffett Holdings, L.L.C.), Investor Rights Agreement (Stratus Properties Inc)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) and Constellation Energy shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the other Basic Documents or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or Constellation Energy or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or Constellation Energy or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers and Constellation Energy under this Agreement or the other Basic Documents or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 3 contracts
Samples: Class E Unit and Common Unit Purchase Agreement (Constellation Energy Partners LLC), Class F Unit and Common Unit Purchase Agreement (Constellation Energy Partners LLC), Common Unit Purchase Agreement (Constellation Energy Partners LLC)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) and Atlas Pipeline Partners shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the Purchase Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or the Purchase Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Atlas Pipeline Partners Lp), Registration Rights Agreement (Atlas Pipeline Partners Lp), Common Unit Purchase Agreement (Atlas Pipeline Holdings, L.P.)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership and the Holders Purchasers shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the Purchase Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable lawLaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or the Purchase Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders a Purchaser hereunder.
Appears in 3 contracts
Samples: Securities Agreement (American Midstream Partners, LP), Registration Rights Agreement (American Midstream Partners, LP), Common Unit Purchase Agreement (American Midstream Partners, LP)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Investor (and their permitted transferees and assignees) and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Investor may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Investor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Investor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Investor under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders an Investor hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Ferrellgas Partners Finance Corp), Registration Rights Agreement (Penn Virginia Resource Partners L P), Class B Unit Purchase Agreement (Penn Virginia Resource Partners L P)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees agrees, and acknowledges that no Person other than the Partnership Purchaser, Selling Holders, their respective permitted assignees, and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Company and the Purchaser may be a corporation, partnership partnership, or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current current, or future director, officer, employee, agent, general or limited partner, manager, member, stockholder stockholder, or Affiliate of any of the Holders Company, the Purchaser, Selling Holders, or their respective permitted assignees, or any former, current current, or future director, officer, employee, agent, general or limited partner, manager, member, stockholder stockholder, or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on on, or otherwise be by incurred by any former, current current, or future director, officer, employee, agent, general or limited partner, manager, member, stockholder stockholder, or Affiliate of any of the Holders Company, the Purchaser, Selling Holders, or any of their respective assignees, or any former, current current, or future director, officer, employee, agent, general or limited partner, manager, member, stockholder stockholder, or Affiliate of any of the foregoing, as such, for any obligations of the Company, the Purchaser, Selling Holders or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of of, or by reason of such obligation or its creation, except in each case for any assignee of the Holders Purchaser or a Selling Holder hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Flotek Industries Inc/Cn/), Securities Purchase Agreement (ProFrac Holding Corp.), Securities Purchase Agreement (Flotek Industries Inc/Cn/)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership EVA and the Holders shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Enviva Inc.), Registration Rights Agreement (Enviva Inc.), Registration Rights Agreement (Enviva Partners, LP)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and their permitted transferees and assignees) and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Purchaser hereunder...
Appears in 3 contracts
Samples: Registration Rights Agreement (Antero Midstream Partners LP), Common Unit Purchase Agreement (Antero Midstream Partners LP), Registration Rights Agreement
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership GSO Funds (and their respective transferees and assignees) and the Holders Corporation shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no hereunder. No recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders a GSO Fund or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders a GSO Fund or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, as such, for any obligations of the Holders a GSO Fund under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a GSO Fund hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Sanchez Energy Corp), Securities Purchase Agreement (Sanchez Energy Corp), Securities Purchase Agreement (Sanchez Energy Corp)
Obligations Limited to Parties to Agreement. Each of the parties hereto Parties covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and their permitted assignees) and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement the Transaction Documents or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or the Company or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or the Company or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers and the Company under this Agreement the Transaction Documents or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement, Note Purchase Agreement (Par Pacific Holdings, Inc.), Common Stock Purchase Agreement (Par Petroleum Corp/Co)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Holders (and the Holders their transferees or assignees) and Parent shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Holder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Holder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders a Holder under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Earthstone Energy Inc), Contribution Agreement (Earthstone Energy Inc)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Holders (and their permitted transferees and assignees) and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no hereunder. No recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, investment manager, agent, general or limited partner, manager, member, stockholder investor or Affiliate of any of the Holders Holder or any former, current or future director, officer, employee, investment manager, agent, general or limited partner, manager, member, stockholder investor or Affiliate of any of the foregoingthereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, investment manager, agent, general or limited partner, manager, member, stockholder investor or Affiliate of any of the Holders Holder or any former, current or future director, officer, employee, investment manager, agent, general or limited partner, manager, member, stockholder investor or Affiliate of any of the foregoingthereof, as such, for any obligations of the Holders Holder under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Holder hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Atlas Corp.), Registration Rights Agreement (Atlas Corp.)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Quicksilver (and the Holders its permitted assignees) and BBEP shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Quicksilver or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Quicksilver or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Quicksilver under this Agreement or the Contribution Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Quicksilver Resources Inc), Registration Rights Agreement (BreitBurn Energy Partners L.P.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that that, other than as set forth herein, no Person other than the Partnership Purchaser, the Holders, their respective permitted assignees and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders Purchaser or a Selling Holder hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Black Stone Minerals, L.P.), Series B Preferred Unit Purchase Agreement (Black Stone Minerals, L.P.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Holders (and its permitted transferees and assignees) and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no hereunder. No recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the a Holders hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Blackstone Holdings III L.P.), Registration Rights Agreement (Blackstone Holdings III L.P.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchaser (and its permitted transferees and assignees) and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no hereunder. No recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, as such, for any obligations of the Holders Purchaser under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders Purchaser hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Great Ajax Corp.), Registration Rights Agreement (Great Ajax Corp.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that that, other than as set forth herein, no Person other than the Partnership Investor, the Holders, their respective permitted assignees and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders any Holder hereunder.
Appears in 2 contracts
Samples: Warrant Agreement (Teekay Offshore Partners L.P.), Warrant Agreement (Teekay Offshore Partners L.P.)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership PIC and the Holders CEI shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or the Share Purchase Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Holder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Holder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders PIC under this Agreement or the Share Purchase Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (CAMAC Energy Inc.), Share Purchase Agreement (CAMAC Energy Inc.)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Allied and the Holders CEI shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or the Transfer Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Holder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Holder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Allied under this Agreement or the Transfer Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (CAMAC Energy Inc.), Transfer Agreement (CAMAC Energy Inc.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Holders (and their transferees or assignees) and the Holders Company shall have any obligation hereunder and that, that notwithstanding that one or more of the Holders may be a corporation, partnership or Holder is a limited liability companycompany or other entity, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 2 contracts
Samples: Merger Agreement (Dril-Quip Inc), Registration Rights Agreement (Innovex Downhole Solutions, Inc.)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the Purchase Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or the Purchase Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (EV Energy Partners, LP), Registration Rights Agreement (EV Energy Partners, LP)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that that, other than as set forth herein, no Person other than the Partnership Purchasers, the Holders, the Selling Holder Indemnified Parties, their respective permitted assignees and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders any Purchaser or a Selling Holder hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (USA Compression Partners, LP), Series a Preferred Unit and Warrant Purchase Agreement (USA Compression Partners, LP)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) and Atlas shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the other Basic Documents or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or Atlas or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or Atlas or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers and Atlas under this Agreement or the other Basic Documents or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 2 contracts
Samples: Class D Preferred Unit Purchase Agreement (Atlas Pipeline Partners Lp), Common Unit Purchase Agreement (Atlas Resource Partners, L.P.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Holders (and their permitted transferees and assignees), the Company and the Holders Guarantors shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no hereunder. No recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, investment manager, agent, general or limited partner, manager, member, stockholder investor or Affiliate of any of the Holders Holder or any former, current or future director, officer, employee, investment manager, agent, general or limited partner, manager, member, stockholder investor or Affiliate of any of the foregoingthereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, investment manager, agent, general or limited partner, manager, member, stockholder investor or Affiliate of any of the Holders Holder or any former, current or future director, officer, employee, investment manager, agent, general or limited partner, manager, member, stockholder investor or Affiliate of any of the foregoingthereof, as such, for any obligations of the Holders Holder under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Holder hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Seaspan CORP), Registration Rights Agreement (Seaspan CORP)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership and Holders and, except as provided in Section 8(h), the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate affiliate of any of the Holders Holder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Holder hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (NextDecade Corp.), Registration Rights Agreement (TotalEnergies SE)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that that, other than as set forth herein, no Person other than the Partnership Holders, their respective permitted assignees and the Holders Corporation shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders any Holder hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Carrizo Oil & Gas Inc), Preferred Stock Purchase Agreement (Carrizo Oil & Gas Inc)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchaser (and its permitted transferees and assignees) and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be Purchaser is a corporation, partnership or limited liability companypartnership, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchaser under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders Purchaser hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Energy Transfer Equity, L.P.), Registration Rights Agreement (Sunoco LP)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Shareholders (and their permitted transferees and assignees) and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Company and the Shareholders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder shareholder or Affiliate of any of the Holders Company or the Shareholders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder shareholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder shareholder or Affiliate of any of the Holders Company or the Shareholders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder shareholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Company or the Shareholders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Continental Resources, Inc), Registration Rights Agreement (Continental Resources Inc)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Intrepid (and its permitted transferees and assignees) and the Holders Corporation shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no hereunder. No recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Intrepid or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Intrepid or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, as such, for any obligations of the Holders Intrepid under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders Intrepid hereunder.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sanchez Energy Corp), Registration Rights Agreement (Sanchez Energy Corp)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that that, other than as set forth herein, no Person other than the Partnership Class B Purchasers, the other Holders, their respective permitted assignees and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders any Class B Purchaser or other Holder hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nextera Energy Partners, Lp), Membership Interest Purchase Agreement (NextEra Energy Partners, LP)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Investor (and their permitted transferees and assignees) and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Investor may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Investor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Investor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Investor under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders an Investor hereunder.
Appears in 2 contracts
Samples: Registration Rights, Lock Up and Buy Back Agreement (Magnum Hunter Resources Corp), Registration Rights, Lock Up and Buy Back Agreement (Penn Virginia Corp)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) and BreitBurn shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or the Purchase Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (BreitBurn Energy Partners L.P.), Registration Rights Agreement (BreitBurn Energy Partners L.P.)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) and Linn shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the Purchase Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or the Purchase Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Linn Energy, LLC), Registration Rights Agreement (Linn Energy, LLC)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchaser (and its permitted transferees and assignees) and the Holders Corporation shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no hereunder. No recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, as such, for any obligations of the Holders Purchaser under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Purchaser hereunder.
Appears in 2 contracts
Samples: Interim Investors Agreement, Interim Investors Agreement (Sanchez Energy Corp)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person person other than the Partnership Company and the Holders shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders a Holder hereunder.
Appears in 2 contracts
Samples: Investment Agreement (Allis Chalmers Energy Inc.), Registration Rights Agreement (Allis Chalmers Energy Inc.)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership and the Holders Purchaser shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchaser may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable lawLaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchaser under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders a Purchaser hereunder.
Appears in 2 contracts
Samples: Class B Unit Purchase Agreement (Boardwalk Pipeline Partners, LP), Registration Rights Agreement (Boardwalk Pipeline Partners, LP)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees agrees, and acknowledges that that, other than as set forth herein, no Person other than the Partnership Holders, their respective permitted assignees, and the Holders Corporation shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership corporation or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current current, or future director, officer, employee, agent, general or limited partner, manager, member, stockholder stockholder, or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current current, or future director, officer, employee, agent, general or limited partner, manager, member, stockholder stockholder, or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on on, or otherwise be incurred by any former, current current, or future director, officer, employee, agent, general or limited partner, manager, member, stockholder stockholder, or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current current, or future director, officer, employee, agent, general or limited partner, manager, member, stockholder stockholder, or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders or any other Holder hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Array Technologies, Inc.), Registration Rights Agreement (Array Technologies, Inc.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and their permitted transferees and assignees) and the Holders Company shall have any obligation hereunder and that, notwithstanding hereunder. Notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, as such, for any obligations of the Holders Purchasers under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Purchaser hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Great Ajax Corp.), Registration Rights Agreement (Great Ajax Corp.)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Investor (and its permitted transferees and assignees) and the Holders Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Investor may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Investor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Investor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Investor under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders Investor hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Enviva Partners, LP), Registration Rights Agreement (Enviva Partners, LP)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) and Endeavour shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the Purchase Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or the Purchase Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Endeavour International Corp), Common Stock Purchase Agreement (Endeavour International Corp)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) and Eagle Rock shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability companypartnership, no recourse under this Agreement or the other Basic Documents or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or Eagle Rock or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or Eagle Rock or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers and Eagle Rock under this Agreement or the other Basic Documents or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 2 contracts
Samples: Common Unit Purchase Agreement (Eagle Rock Energy Partners L P), Common Unit Purchase Agreement (Eagle Rock Energy Partners L P)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchaser (and the Holders its permitted assignees) and Atlas shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchaser and its permitted assignees may be a corporation, limited partnership, partnership or limited liability company, no recourse under this Agreement or the other Basic Documents or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or Atlas or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchaser or Atlas or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchaser and Atlas under this Agreement or the other Basic Documents or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 2 contracts
Samples: Class C Preferred Unit Purchase Agreement (Atlas Energy, L.P.), Class C Preferred Unit Purchase Agreement (Atlas Resource Partners, L.P.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that that, other than as set forth herein, no Person other than the Partnership Stockholder, the Selling Holders, their respective permitted assignees and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders any Stockholder or a Selling Holder hereunder.
Appears in 2 contracts
Samples: Indenture (Comstock Oil & Gas, LP), Indenture (Comstock Oil & Gas, LP)
Obligations Limited to Parties to Agreement. Each of the parties Parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) and Atlas Pipeline Holdings shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the Purchase Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers under this Agreement or the Purchase Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Atlas Pipeline Holdings, L.P.), Common Unit Purchase Agreement (Atlas Pipeline Holdings, L.P.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Holders (and their respective Permitted Transferees and assignees) and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no hereunder. No recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoingthereof, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Holders a Holder hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Callon Petroleum Co), Membership Interest Purchase Agreement (Callon Petroleum Co)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that that, other than as set forth herein, no Person other than TOPS, the Partnership Holders, their respective permitted assignees and the Holders Company shall have any obligation hereunder and that, notwithstanding that one or more of the Holders such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except except, in each case case, for any assignee of the Holders TOPS or a Selling Holder hereunder.
Appears in 2 contracts
Samples: Registration Rights and Lock Up Agreement (Archrock, Inc.), Purchase and Sale Agreement (Archrock, Inc.)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership Purchasers (and the Holders their permitted assignees) and Atlas Pipeline Partners shall have any obligation hereunder and that, notwithstanding that one or more of the Holders Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the other Basic Documents or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or Atlas Pipeline Partners or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any 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 former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders Purchasers or Atlas Pipeline Partners or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders Purchasers and Atlas Pipeline Partners under this Agreement or the other Basic Documents or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.
Appears in 2 contracts
Samples: Common Unit Purchase Agreement (Atlas Pipeline Holdings, L.P.), Common Unit Purchase Agreement (Atlas Pipeline Partners Lp)
