Common use of Xx Recourse Clause in Contracts

Xx Recourse. (a) This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no Parent Related Parties (other than Parent, Merger Sub and the Guarantor to the extent set forth in the Guarantee or Equity Commitment Letter) shall have any liability for any obligations or liabilities of the parties to this Agreement (whether for indemnification or otherwise) or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. It is further understood that any certificate contemplated by this Agreement and executed by an officer of a party will be deemed to have been delivered only in such officer’s capacity as an officer of such party (and not in his or her individual capacity) and will not entitle any party to assert a claim against such officer in his or her individual capacity. ​ (b) The Company (on behalf of itself and any Person claiming by through or on behalf of the Company) agrees that it shall not institute, and shall not permit any of its Representatives or Affiliates to bring, make or institute any action, claim or proceeding (whether based in contract, tort, fraud, strict liability, other Applicable Laws or otherwise, at law or in equity) arising under or in connection with this Agreement or any other agreement executed or delivered in connection herewith or any of the transactions contemplated hereby or thereby against any of the Parent Related Parties and none of the Parent Related Parties shall have any liability or obligations (whether based in contract, tort, fraud, strict liability, other Applicable Laws or otherwise) to the Company, the Company’s Subsidiaries, any of their respective Representatives or Affiliates (or any Person claiming by, through or on behalf of the Company or its Affiliates) or any of their respective successors, heirs or representatives thereof arising out of or relating to this Agreement or any other agreement executed or delivered in connection herewith or any of the transactions contemplated hereby or thereby, other than, in each case, Parent and Merger Sub to the extent provided herein, or the Guarantor pursuant to the Equity Commitment Letter or the Guarantee (in each case, in accordance with the terms set forth therein. Without limiting the generality of the foregoing, to the maximum extent permitted under Applicable Law (and subject only to the specific contractual provisions of this Agreement or an agreement executed or delivered in connection herewith), the Company (on behalf of itself and any person claiming by, through or on behalf of the Company) hereby waives, releases and disclaims any and all rights in respect of any such actions, claims, proceedings, obligations and liabilities. ​ ​

Xx Recourse. Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto, each Party agrees that (a) This this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance for breach of this Agreement may only be made against against, the entities that are expressly identified as parties hereto Parties, and no Parent Related Parties claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any non-party affiliate of the Company or Priveterra, as applicable (other than Parentthe Priveterra Insiders named as parties hereto, Merger Sub on the terms and the Guarantor subject to the extent conditions set forth in herein), and (b) none of the Guarantee Company’s non-party affiliates or Equity Commitment LetterXxxxxxxxxx’s non-party affiliates (other than the Priveterra Insiders named as parties hereto, on the terms and subject to the conditions set forth herein) shall have any liability for any obligations Liability arising out of or liabilities of the parties relating to this Agreement (whether for indemnification Agreement, the ​ negotiation hereof or otherwise) its subject matter, or for the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. It is further understood that , as expressly provided herein, or for any certificate contemplated by this Agreement and executed by an officer actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of a party will be deemed to have been delivered only in such officer’s capacity as an officer of such party (and not in his or her individual capacity) and will not entitle any party to assert a claim against such officer in his or her individual capacity. ​ (b) The Company (on behalf of itself and any Person claiming by through or on behalf of the Company) agrees that it shall not institute, and shall not permit any of its Representatives or Affiliates to bring, make or institute any action, claim or proceeding (whether based in contract, tort, fraud, strict liability, other Applicable Laws or otherwise, at law or in equity) arising under or kind furnished in connection with this Agreement Agreement, the negotiation hereof or any other agreement executed or delivered in connection herewith or any of the transactions contemplated hereby or thereby against any of the Parent Related Parties and none of the Parent Related Parties shall have any liability or obligations (whether based in contract, tort, fraud, strict liability, other Applicable Laws or otherwise) to the Company, the Company’s Subsidiaries, any of their respective Representatives or Affiliates (or any Person claiming by, through or on behalf of the Company or its Affiliates) or any of their respective successors, heirs or representatives thereof arising out of or relating to this Agreement or any other agreement executed or delivered in connection herewith or any of the transactions contemplated hereby or thereby, other than, in each case, Parent and Merger Sub to the extent provided herein, or the Guarantor pursuant to the Equity Commitment Letter or the Guarantee (in each case, in accordance with the terms set forth therein. Without limiting the generality of the foregoing, to the maximum extent permitted under Applicable Law (and subject only to the specific contractual provisions of this Agreement or an agreement executed or delivered in connection herewith), the Company (on behalf of itself and any person claiming by, through or on behalf of the Company) hereby waives, releases and disclaims any and all rights in respect of any such actions, claims, proceedings, obligations and liabilities. ​ ​hereby.

Xx Recourse. (a) This Agreement Notwithstanding anything that may only be enforced expressed or implied in this letter agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that the GSO Investors may be a partnership or limited liability company, the Partnership, by its acceptance of the benefits of this letter agreement, covenants, agrees and acknowledges that no Person other than the GSO Investors shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any claims documents or causes instruments delivered contemporaneously herewith or in respect of action that may any oral representations made or alleged to be based uponmade in connection herewith or therewith shall be had against, arise out any former, current or future director, officer, agent, Affiliate, manager, assignee or employee of any of the GSO Investors (or relate to this Agreementany of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any of the negotiationGSO Investors (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, execution current or performance future director, officer, agent, employee, Affiliate, assignee, general or limited partner, stockholder, manager or member of this Agreement may only be made any of the foregoing, but in each case not including the GSO Investors, the Partnership or the Seller (each, an “Investor/Partner Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of the Partnership against the entities Investor/Partner Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that are expressly identified no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Investor/Partner Affiliate, as parties hereto and no Parent Related Parties (other than Parentsuch, Merger Sub and the Guarantor to the extent set forth in the Guarantee or Equity Commitment Letter) shall have any liability for any obligations or liabilities of the parties GSO Investors under this letter agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to this Agreement (whether for indemnification be made in connection herewith or otherwise) therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. The Partnership further agrees that neither it nor any of its Affiliates (other than an SN Party with respect to an action brought pursuant to Section 2 of this letter agreement) shall have any right of recovery against any of the GSO Investors or any of the Investor/Partner Affiliates in respect of any claim arising under the Anadarko Purchase Agreement, this letter agreement or the transactions contemplated hereby or thereby, whether by piercing of the corporate veil, by a claim on behalf of the Partnership against the GSO Investors any of the Investor/Partner Affiliates or otherwise, except for the Partnership’s right to be capitalized by the GSO Investors under and to the extent provided in this letter agreement and subject to the terms and conditions hereof. The Partnership hereby covenants and agrees that it shall not institute, and shall cause its Affiliates (other than an SN Party with respect to an action brought pursuant to Section 2 of this letter agreement) not to institute, any proceeding or bring any other claim (whether in tort, contract or otherwise) arising under, or in connection with, the Anadarko Purchase Agreement or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection herewiththerewith, against the GSO Investors or any Investor/Partner Affiliate, except for claims against the GSO Investors under this letter agreement. It is further understood that any certificate contemplated by As used in this Agreement and executed by an officer of a party will be deemed to Section 6, the term “Affiliate” shall have been delivered only the meaning assigned in such officer’s capacity as an officer the first (but not the second) sentence of such party (and not term in his or her individual capacity) and will not entitle any party to assert a claim against such officer in his or her individual capacity. ​ (b) The Company (on behalf of itself and any Person claiming by through or on behalf of the Company) agrees that it shall not institute, and shall not permit any of its Representatives or Affiliates to bring, make or institute any action, claim or proceeding (whether based in contract, tort, fraud, strict liability, other Applicable Laws or otherwise, at law or in equity) arising under or in connection with this Agreement or any other agreement executed or delivered in connection herewith or any of the transactions contemplated hereby or thereby against any of the Parent Related Parties and none of the Parent Related Parties shall have any liability or obligations (whether based in contract, tort, fraud, strict liability, other Applicable Laws or otherwise) to the Company, the Company’s Subsidiaries, any of their respective Representatives or Affiliates (or any Person claiming by, through or on behalf of the Company or its Affiliates) or any of their respective successors, heirs or representatives thereof arising out of or relating to this Agreement or any other agreement executed or delivered in connection herewith or any of the transactions contemplated hereby or thereby, other than, in each case, Parent and Merger Sub to the extent provided herein, or the Guarantor pursuant to the Equity Commitment Letter or the Guarantee (in each case, in accordance with the terms set forth therein. Without limiting the generality of the foregoing, to the maximum extent permitted under Applicable Law (and subject only to the specific contractual provisions of this Agreement or an agreement executed or delivered in connection herewith), the Company (on behalf of itself and any person claiming by, through or on behalf of the Company) hereby waives, releases and disclaims any and all rights in respect of any such actions, claims, proceedings, obligations and liabilities. ​ ​Securities Purchase Agreement.

Xx Recourse. (a) This Agreement Notwithstanding anything that may only be enforced expressed or implied in this letter agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that the GSO Investor may be a partnership or limited liability company, the Partnership, by its acceptance of the benefits of this letter agreement, covenants, agrees and acknowledges that no Person other than the GSO Investor shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any claims documents or causes instruments delivered contemporaneously herewith or in respect of action that may any oral representations made or alleged to be based uponmade in connection herewith or therewith shall be had against, arise out any former, current or future director, officer, agent, Affiliate, manager, assignee or employee of the GSO Investor (or relate to this Agreementany of its successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of the negotiationGSO Investor (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, execution current or performance future director, officer, agent, employee, Affiliate, assignee, general or limited partner, stockholder, manager or member of this Agreement may only be made any of the foregoing, but in each case not including the GSO Investor, the Partnership or the Seller (each, an “Investor/Partner Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of the Partnership against the entities Investor/Partner Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that are expressly identified no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Investor/Partner Affiliate, as parties hereto and no Parent Related Parties (other than Parentsuch, Merger Sub and the Guarantor to the extent set forth in the Guarantee or Equity Commitment Letter) shall have any liability for any obligations or liabilities of the parties GSO Investor under this letter agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to this Agreement (whether for indemnification be made in connection herewith or otherwise) therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. The Partnership further agrees that neither it nor any of its Affiliates (other than an SN Party with respect to an action brought pursuant to Section 3 of this letter agreement) shall have any right of recovery against the GSO Investor or any of the Investor/Partner Affiliates in respect of any claim arising under the Anadarko Purchase Agreement, this letter agreement or the transactions contemplated hereby or thereby, whether by piercing of the corporate veil, by a claim on behalf of the Partnership against the GSO Investor any of the Investor/Partner Affiliates or otherwise, except for the Partnership’s right to be capitalized by the GSO Investor under and to the extent provided in this letter agreement and subject to the terms and conditions hereof. The Partnership hereby covenants and agrees that it shall not institute, and shall cause its Affiliates (other than an SN Party with respect to an action brought pursuant to Section 3 of this letter agreement) not to institute, any proceeding or bring any other claim (whether in tort, contract or otherwise) arising under, or in connection with, the Anadarko Purchase Agreement or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection herewith. It is further understood that any certificate contemplated by this Agreement and executed by an officer of a party will be deemed to have been delivered only in such officer’s capacity as an officer of such party (and not in his or her individual capacity) and will not entitle any party to assert a claim therewith, against such officer in his or her individual capacity. ​ (b) The Company (on behalf of itself and any Person claiming by through or on behalf of the Company) agrees that it shall not institute, and shall not permit any of its Representatives or Affiliates to bring, make or institute any action, claim or proceeding (whether based in contract, tort, fraud, strict liability, other Applicable Laws or otherwise, at law or in equity) arising under or in connection with this Agreement GSO Investor or any other agreement executed or delivered in connection herewith or any of Investor/Partner Affiliate, except for claims against the transactions contemplated hereby or thereby against any of the Parent Related Parties and none of the Parent Related Parties shall have any liability or obligations (whether based in contract, tort, fraud, strict liability, other Applicable Laws or otherwise) to the Company, the Company’s Subsidiaries, any of their respective Representatives or Affiliates (or any Person claiming by, through or on behalf of the Company or its Affiliates) or any of their respective successors, heirs or representatives thereof arising out of or relating to GSO Investor under this Agreement or any other agreement executed or delivered in connection herewith or any of the transactions contemplated hereby or thereby, other than, in each case, Parent and Merger Sub to the extent provided herein, or the Guarantor pursuant to the Equity Commitment Letter or the Guarantee (in each case, in accordance with the terms set forth therein. Without limiting the generality of the foregoing, to the maximum extent permitted under Applicable Law (and subject only to the specific contractual provisions of this Agreement or an agreement executed or delivered in connection herewith), the Company (on behalf of itself and any person claiming by, through or on behalf of the Company) hereby waives, releases and disclaims any and all rights in respect of any such actions, claims, proceedings, obligations and liabilities. ​ ​letter agreement.