Sole Recourse. End User agrees that End User’s sole recourse in the event of any claim, loss, injury, damages, fees, cost, expense, complaint or liability concerning the Stated Subject Matter is to and against only RESO and not to or against any Covered Person nor to or against any other company or person. The “Stated Subject Matter” means any RESO Product, this Agreement and any subject matter of, or any acts or omissions under or arising from, this Agreement. “Covered Person” means any member, licensor, service provider, supplier or contractor of RESO (whether retained by RESO or otherwise involved in the design, development, assembly, offering, marketing, sale, promotion, provision, delivery, support, accessibility, use, quality, performance or availability of any of the Stated Subject Matter). End User agrees to in no event threaten or assert any claim or action against any Covered Person regarding any of the Stated Subject Matter. End User also agrees that each Covered Person shall be entitled to the benefit and protection of any provision of this Agreement that disclaims, excludes, qualifies or limits express or implied warranties, representations, guarantees, promises, remedies, liability or other responsibility to End User or others. End User further agrees that each Covered Person has the right to directly enforce such provisions, and this paragraph, although RESO reserves the right (as between End User and RESO) to also enforce such provisions on behalf of any Covered Person. End User agrees to indemnify RESO and each Covered Person from all claims, losses, injuries, damages, fees, costs, expenses, complaints and liabilities incurred or required as a result of a breach by End User of any of the terms of this paragraph. Each reference in this paragraph to a Covered Person or any other company or person shall be construed broadly and shall include also any affiliate of any of them and any director, officer, equity owner, employee or representative of any of them or of any such affiliate. THIS PARAGRAPH APPLIES NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT.
Sole Recourse. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith or otherwise, and notwithstanding the fact that Guarantor may be a partnership, by its acceptance of the benefits of this Limited Guarantee, Purchaser agrees that no Person other than Guarantor has any obligations hereunder, and no Person other than Purchaser or its respective successors or assigns has any right of recovery hereunder against, and no personal liability shall attach hereunder to, any Released Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Seller against Guarantor or any Released Person, by or through Purchaser or any of its Affiliates (including Purchaser Parent) against any Released Person, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Recourse against Guarantor shall be the sole and exclusive remedy of Purchaser and all of its Affiliates (including Purchaser Parent) with respect to this Limited Guarantee, and Purchaser hereby irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Affiliates not to institute, any proceeding or bring any claim arising under, or in connection with, the PSA against Guarantor or any Released Person (whether by or through attempted piercing of the entity veil or otherwise), other than claims of Purchaser (a) against Guarantor under this Limited Guarantee or (b) against Seller and its sucessors and assigns under the PSA, as applicable. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person other than Purchaser any rights or remedies against any Person, including Guarantor, except as expressly set forth herein. “Released Persons” means any former, current or future, direct or indirect, director, officer, partner, manager, member, employee, agent or Affiliate of Guarantor, Riverstone or any Riverstone Portfolio Company, any former, current or future, direct or indirect, holder of any equity interests or other securities of Guarantor, Riverstone or any Riverstone Portfolio Company (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future assignee of Guarantor or any former, current or future dire...
Sole Recourse. The Executive agrees that the Aircraft liability insurance carried by, or on behalf of, the Company shall provide the Executive’s sole recourse for all claims, losses, liabilities, obligations, demands, suits, judgments or causes of action, penalties, fines, costs and expenses of any nature whatsoever, including attorneys’ fees and expenses for or on account of or arising out of, or in any way connected with the use of the Aircraft by the Executive or his guests, including, without limitation, injury to or death of any persons, including, without limitation, guests, invitees or other parties which may result from or arise out of the use or operation of the Aircraft. The Executive agrees in his own right and on behalf of his invitees and guests that the proceeds of the insurance required by Section 13 (Insurance) shall provide the sole recourse for all claims, losses, liabilities, obligations, demands, suits, judgments or causes of action, penalties, fines, costs and expenses of any nature whatsoever, including attorneys' fees and expenses for or on account of or arising out of, or in any way connected with the use of the Aircraft by the Executive and his invitees and guests, including property damage, bodily injury to or death of any persons, including the Executive and his invitees and guests which may result from or arise out of the use or operation or maintenance of the Aircraft during the term of this Agreement.
Sole Recourse. The Executive agrees that the Aircraft liability insurance carried by, or on behalf of, the Company shall provide the Executive’s sole recourse for all claims, losses, liabilities, obligations, demands, suits, judgments or causes of action, penalties, fines, costs and expenses of any nature whatsoever, including attorneys’ fees and expenses for or on account of or arising out of, or in any way connected with the use of the Aircraft by the Executive or his guests, including, without limitation, injury to or death of any persons, including, without limitation, guests, invitees or other parties which may result from or arise out of the use or operation of the Aircraft. The provisions of this Section 21 shall survive the termination or expiration of this Agreement.
Sole Recourse. The Parties agree that the remedies set forth in this Agreement shall be the sole recourse of the Indemnified Parties for any and all Losses and any other breaches by any Stockholders under this Agreement and, after the Closing Date, under the Merger Agreement.
Sole Recourse. Buyer’s sole and exclusive recourse with respect to Seller’s indemnification obligations set forth in Section 5.1 shall be limited to and offset against any Earn-out Payments owed and/or paid by Buyer to Seller and Seller shall have no Liability beyond the amount of any Earn-out Payments and Pre-Paid Earnout Payments actually received.
Sole Recourse. Notwithstanding any other provision of this PO, Vendor’s recourse with respect to any matter (including any obligation of EY hereunder) shall be limited to the assets of EY and Vendor shall have no recourse against, and shall bring no claim against, any other EY Entity.
Sole Recourse. The Escrow Fund shall be the exclusive source of recourse for all claims of the Purchaser against the Seller under this Agreement,
(a) except that any claims for breaches of Fundamental Guarantees under Clause 9.2, intentional breaches of this Agreement, and claims under Clauses 12 and 13 may be first taken from the Earn-out (to the extent the Earn-out Hurdle has been achieved and the Earn-out has not been yet paid), and
(b) except for claims of the Purchaser resulting from (i) a breach of Fundamental Guarantees set forth in Clause 9.2 or (ii) intentional breaches of this Agreement, or (iii) any claims of the Purchaser against the Seller Guarantors pursuant to Clause 15.1.
Sole Recourse. The provisions of this Section 2.4 represent the sole and exclusive remedy available to any party to this Agreement for any amounts required to be paid to it pursuant to this Section 2.4.
Sole Recourse. The sole recourse and exclusive remedy of the Purchaser Indemnified Parties and the Foundation Indemnified Parties with respect to any and all Member Proceeding Indemnifiable Losses and any other Losses of any kind or nature whatsoever that relate to any Member Proceeding shall be the indemnification provisions provided for pursuant to this Article VIII. In furtherance of the foregoing, Purchaser and Parent, on the one hand, and the Foundation and the Company, on the other hand, each hereby waive (on their own behalf and on behalf of each of the applicable Purchaser Indemnified Parties, on the one hand, and the applicable Foundation Indemnified Parties, on the other hand), to the fullest extent permitted by Law, any and all Rights, claims and causes of action of any kind or nature whatsoever that may be brought by any Purchaser Indemnified Party, on the one hand, or Foundation Indemnified Party, on the other hand, against any Foundation Indemnified Party, on the one hand, or Purchaser Indemnified Party, on the other hand, in connection with any Member Proceeding, except pursuant to the indemnification provisions provided for pursuant to this Article VIII (the “Sole Recourse Waiver”), and in addition to such Sole Recourse Waiver, the Purchaser Indemnified Parties, on the one hand, and the Foundation Indemnified Parties, on the other hand, covenant not to sue or otherwise initiate any Proceeding against any Foundation Indemnified Party, on the one hand, or Purchaser Indemnified Party, on the other hand, for any of the matters waived by the Sole Recourse Waiver set forth in this Section 8.9. Notwithstanding the foregoing, nothing in this Section 8.9 shall limit any Party’s right to seek injunctive relief pursuant to Section 9.10 or in the case of fraud pursuant to Section 8.1.
