Common use of Affiliate Liability Clause in Contracts

Affiliate Liability. (a) Each of the following is herein referred to as a “Buyer Affiliate”: (i) any direct or indirect holder of the general partner interest in the Partnership (whether limited or general partners, members or otherwise), and (ii) any director, officer, manager, employee, representative or agent of (A) the Partnership, the General Partner or Buyer or (B) any Person who directly or indirectly controls the Partnership. Except to the extent that a Buyer Affiliate is an express signatory hereto or thereto or an express assignee of the Partnership or Buyer, no Buyer Affiliate shall have any liability or obligation to any Seller Party of any nature whatsoever in connection with or under this Agreement, any of the other Transaction Documents or the transactions contemplated herein or therein, and each Seller Party on behalf of itself and each Acquired Company and Seller Affiliate hereby waives and releases all claims of any such liability and obligation. Notwithstanding the foregoing, no Seller Party shall be deemed an Affiliate of the Partnership. (b) Each of the following is herein referred to as a “Seller Affiliate”: (i) any direct or indirect holder of Equity Interests in any Seller Party (whether limited or general partners, members, stockholders or otherwise), and (ii) any partner, member, shareholder, director, officer, manager, employee, representative or agent of (A) any Seller Party or any Acquired Company or any Subsidiary of either of them or (B) any Person who directly or indirectly controls any Seller Party. Except to the extent that a Seller Affiliate is an express signatory hereto or an express assignee of any Seller Party, no Seller Affiliate shall have any liability or obligation to the Partnership, the General Partner, Buyer or Buyer Indemnitee of any nature whatsoever in connection with or under this Agreement, any of the other Transaction Documents or the transactions contemplated herein or therein, and the Partnership, the General Partner and Buyer on behalf of themselves and the Buyer Affiliates hereby waive and release all claims of any such liability and obligation.

Affiliate Liability. (a) Each of the following is herein referred to as a an “Buyer Acquired Company Affiliate”: ” for purposes of this Section 9.10(a): (i) the Members’ Representative (ii) any direct or indirect holder Designated Equityholder, (iii) any Affiliate of any Designated Equityholder (other than the Acquired Companies), (iv) any member of the general partner interest in the Partnership (whether limited or general partners, members or otherwise), Juniper Group and (iiv) any director, officer, manager, employee, representative Representative or agent of (A) the PartnershipAcquired Companies, the General Partner any Designated Equityholder or Buyer or (B) any Person who directly or indirectly controls the PartnershipAffiliate of any Designated Equityholder. Except to the extent that a Buyer Affiliate is an express signatory hereto or thereto or an express assignee of the Partnership or Buyer, no Buyer No Acquired Company Affiliate shall have any liability or obligation to any Seller Party Parent, First Merger Sub or Second Merger Sub of any nature whatsoever in connection with or under this Agreement, any of the other Transaction Documents Agreement or the transactions contemplated herein or thereinhereby, and each Seller Party on behalf Parent, First Merger Sub and Second Merger Sub hereby waive and release all claims of itself any such liability and each obligation; provided, that, with respect to the Members’ Representative and the Specified Company Entities, the foregoing shall not apply in connection with any such liability or obligation under any Section of this Agreement that the Members’ Representative and/or the Specified Company Entities is a party pursuant to the terms of this Agreement. (b) Each of the following is referred to as a “Parent Affiliate” for purposes of this Section 9.10(b): any director, officer, employee, Representative or agent of Parent or any Affiliate thereof. No Parent Affiliate shall have any liability or obligation to the Acquired Company Companies of any nature whatsoever in connection with or under this Agreement or the transactions contemplated hereby, and Seller Affiliate the Acquired Companies hereby waives and releases all claims of any such liability and obligation. Notwithstanding the foregoing, no Seller Party shall be deemed an Affiliate of the Partnership. (b) Each of the following is herein referred to as a “Seller Affiliate”: (i) any direct or indirect holder of Equity Interests in any Seller Party (whether limited or general partners, members, stockholders or otherwise), and (ii) any partner, member, shareholder, director, officer, manager, employee, representative or agent of (A) any Seller Party or any Acquired Company or any Subsidiary of either of them or (B) any Person who directly or indirectly controls any Seller Party. Except to the extent that a Seller Affiliate is an express signatory hereto or an express assignee of any Seller Party, no Seller Affiliate shall have any liability or obligation to the Partnership, the General Partner, Buyer or Buyer Indemnitee of any nature whatsoever in connection with or under this Agreement, any of the other Transaction Documents or the transactions contemplated herein or therein, and the Partnership, the General Partner and Buyer on behalf of themselves and the Buyer Affiliates hereby waive and release all claims of any such liability and obligation.

Affiliate Liability. (a) Each of the following is herein referred to as a “"Buyer Affiliate”": (ia) any direct or indirect holder of the general partner interest in the Partnership (whether limited capital stock or general partners, members or otherwise), and (ii) any director, officer, manager, employee, representative or agent of (A) the Partnership, the General Partner or Buyer or (B) any Person who directly or indirectly controls the Partnership. Except to the extent that a Buyer Affiliate is an express signatory hereto or thereto or an express assignee of the Partnership or Buyer, no Buyer Affiliate shall have any liability or obligation to any Seller Party of any nature whatsoever in connection with or under this Agreement, any of the other Transaction Documents or the transactions contemplated herein or therein, and each Seller Party on behalf of itself and each Acquired Company and Seller Affiliate hereby waives and releases all claims of any such liability and obligation. Notwithstanding the foregoing, no Seller Party shall be deemed an Affiliate of the Partnership. (b) Each of the following is herein referred to as a “Seller Affiliate”: (i) any direct or indirect holder of Equity Interests in any Seller Party Buyer (whether limited or general partners, members, stockholders or otherwise), and (b) any director, officer, manager, employee, representative or agent of (i) Buyer or (ii) any Person who directly or indirectly controls Buyer. Except to the extent that a Buyer Affiliate is an express signatory thereto or an express assignee of Buyer, no Buyer Affiliate shall have any liability or obligation to any of Parent, Regency, any Parent Member or any Partner of any nature whatsoever in connection with or under this Agreement, any of the Transaction Documents or the transactions contemplated herein or therein, and each of Regency, Parent, the Parent Members and the Partners hereby waive and release all claims of any such liability and obligation. (b) Each of the following is herein referred to as a "Parent Affiliate": (a) any direct or indirect holder of Equity Interests in Parent (whether limited or general partners, members, stockholders or otherwise), and (b) any partner, member, shareholder, director, officer, manager, employee, representative or agent of (Ai) any Seller Party or any Acquired Company or any Subsidiary of either of them Parent or (Bii) any Person who directly or indirectly controls any Seller PartyParent. Except to the extent that a Seller Parent Affiliate is an express signatory hereto thereto or an express assignee of any Seller PartyParent, and except as expressly set forth in Section 2.3(c), Section 2.3(f) and ARTICLE X, no Seller Parent Affiliate shall have any liability or obligation to the Partnership, the General Partner, any Regency Company or Buyer or Buyer Indemnitee of any nature whatsoever in connection with or under this Agreement, any of the other Transaction Documents or the transactions contemplated herein or therein, and the Partnership, the General Partner and Buyer on behalf of themselves itself and the Buyer Affiliates hereby waive waives and release releases all claims of any such liability and obligation.

Affiliate Liability. (a) Each of the following is herein referred to as a “Buyer Company Affiliate”: (ia) any direct or indirect holder of the general partner interest equity interests or securities in the Partnership Company (whether limited or general partners, members stockholders or otherwise), and (iib) any director, officer, manager, employee, representative Representative or agent of (Ai) the Partnership, the General Partner or Buyer Company or (Bii) any Person who directly or indirectly controls the PartnershipCompany. Except Notwithstanding anything to the extent that a Buyer Affiliate is an express signatory hereto or thereto or an express assignee of the Partnership or Buyercontrary herein, no Buyer Company Affiliate shall have any liability or obligation to any Seller Party the Isla Parties of any nature whatsoever in connection with or under this Agreement, any of Agreement or the other Transaction Documents applicable Designated Stockholder Voting Agreement or the transactions contemplated herein hereby or thereinthereby, and the Isla Parties hereby waive and release all claims of any such liability and obligation, except in each Seller Party on behalf case as expressly provided by the applicable Designated Stockholder Voting Agreement between such Designated Stockholder and Isla. Each of itself the following is herein referred to as an “Isla Affiliate”: (x) any indirect holder of equity interests or securities in Isla (whether stockholders or otherwise, excluding, for the avoidance of doubt, each such Person that is party to this Agreement), (y) any Affiliate of Isla, and any other investment funds, vehicles or accounts sponsored or managed by Affiliates of Isla (or one of any such Person’s subsidiary advisory entities) (excluding, in each Acquired case, each of Isla’s Subsidiaries and such Persons that are parties to this Agreement) and the Persons in which they invest, and (z) any director, officer, employee, Representative or agent of Isla or any Person identified in clauses (x) and (y). No Isla Affiliate shall have any liability or obligation to the Company of any nature whatsoever in connection with or under this Agreement or the transactions contemplated hereby (excluding any Ancillary Documents or other agreements referred to herein (including any such agreements attached as Exhibits hereto), in each case, to which such Isla Affiliate is a party, and Seller Affiliate solely with respect to such agreements as set forth therein), and the Company hereby waives and releases all claims of any such liability and obligation. Notwithstanding the foregoing, no Seller Party shall be deemed an Affiliate of the Partnership. (b) Each of the following is herein referred to as a “Seller Affiliate”: (i) any direct or indirect holder of Equity Interests in any Seller Party (whether limited or general partners, members, stockholders or otherwise), and (ii) any partner, member, shareholder, director, officer, manager, employee, representative or agent of (A) any Seller Party or any Acquired Company or any Subsidiary of either of them or (B) any Person who directly or indirectly controls any Seller Party. Except to the extent that a Seller Affiliate is an express signatory hereto or an express assignee of any Seller Party, no Seller Affiliate shall have any liability or obligation to the Partnership, the General Partner, Buyer or Buyer Indemnitee of any nature whatsoever in connection with or under this Agreement, any of the other Transaction Documents or the transactions contemplated herein or therein, and the Partnership, the General Partner and Buyer on behalf of themselves and the Buyer Affiliates hereby waive and release all claims of any such liability and obligation.

Affiliate Liability. (a) Each of the following is herein referred to as a an “Buyer Acquired Company Affiliate”: ” for purposes of this Section 7.10(a): (i) the Members’ Representative (ii) any direct or indirect holder Designated Equityholder, (iii) any Affiliate of any Designated Equityholder (other than the Acquired Companies), (iv) any member of the general partner interest in the Partnership (whether limited or general partners, members or otherwise), Juniper Group and (iiv) any director, officer, manager, employee, representative Representative or agent of (A) the PartnershipAcquired Companies, the General Partner any Designated Equityholder or Buyer or (B) any Person who directly or indirectly controls the PartnershipAffiliate of any Designated Equityholder. Except to the extent that a Buyer Affiliate is an express signatory hereto or thereto or an express assignee of the Partnership or Buyer, no Buyer No Acquired Company Affiliate shall have any liability or obligation to any Seller Party Parent, First Merger Sub or Second Merger Sub of any nature whatsoever in connection with or under this Agreement, any of the other Transaction Documents Agreement or the transactions contemplated herein or thereinhereby, and each Seller Party on behalf Parent, First Merger Sub and Second Merger Sub hereby waive and release all claims of itself any such liability and each obligation; provided, that, with respect to the Members’ Representative, the foregoing shall not apply in connection with any such liability or obligation under any Section of this Agreement that the Members’ Representative is a party pursuant to the terms of this Agreement. (b) Each of the following is referred to as a “Parent Affiliate” for purposes of this Section 7.10(b): any director, officer, employee, Representative or agent of Parent or any Affiliate thereof. No Parent Affiliate shall have any liability or obligation to the Acquired Company Companies of any nature whatsoever in connection with or under this Agreement or the transactions contemplated hereby, and Seller Affiliate the Acquired Companies hereby waives and releases all claims of any such liability and obligation. Notwithstanding the foregoing, no Seller Party shall be deemed an Affiliate of the Partnership. (b) Each of the following is herein referred to as a “Seller Affiliate”: (i) any direct or indirect holder of Equity Interests in any Seller Party (whether limited or general partners, members, stockholders or otherwise), and (ii) any partner, member, shareholder, director, officer, manager, employee, representative or agent of (A) any Seller Party or any Acquired Company or any Subsidiary of either of them or (B) any Person who directly or indirectly controls any Seller Party. Except to the extent that a Seller Affiliate is an express signatory hereto or an express assignee of any Seller Party, no Seller Affiliate shall have any liability or obligation to the Partnership, the General Partner, Buyer or Buyer Indemnitee of any nature whatsoever in connection with or under this Agreement, any of the other Transaction Documents or the transactions contemplated herein or therein, and the Partnership, the General Partner and Buyer on behalf of themselves and the Buyer Affiliates hereby waive and release all claims of any such liability and obligation.

Affiliate Liability. (a) Each of the following is herein referred to as a “Buyer Affiliate”: (i) any direct or indirect holder of the general partner interest Common Units, Subordinated Units, General Partner Units or other Equity Interests in the Partnership (whether limited or general partners, members members, stockholders or otherwise), and (ii) any director, officer, manager, employee, representative or agent of (A) the Partnership, the General Partner Partnership or Buyer or any Subsidiary of either of them or (B) any Person who directly or indirectly controls the Partnership. Except to the extent that a Buyer Affiliate is an express signatory hereto or thereto or an express assignee of the Partnership or Buyer, no Buyer Affiliate shall have any liability or obligation to any Seller Party of any nature whatsoever in connection with or under this Agreement, any of the other Transaction Documents or the transactions contemplated herein or therein, and each Seller Party on behalf of itself and each Acquired TexStar Company and Seller Affiliate hereby waives and releases all claims of any such liability and obligation. Notwithstanding the foregoing, no Seller Party shall not be deemed an Affiliate of the Partnership. (b) Each of the following is herein referred to as a “Seller Affiliate”: (i) any direct or indirect holder of Equity Interests in any Seller Party (whether limited or general partners, members, stockholders or otherwise), and (ii) any partner, member, shareholder, director, officer, manager, employee, representative or agent of (A) any Seller Party or any Acquired TexStar Company or any Subsidiary of either of them or (B) any Person who directly or indirectly controls any Seller PartySeller. Except (x) to the extent that a Seller Affiliate is an express signatory hereto thereto or an express assignee of Seller and (y) any Seller PartyAffiliate to which any assets (including Cash and Transaction Units) shall be distributed in violation of Section 5.12(d), no Seller Affiliate shall have any liability or obligation to the Partnership, the General Partner, Buyer or Buyer Indemnitee of any nature whatsoever in connection with or under this Agreement, any of the other Transaction Documents or the transactions contemplated herein or therein, and the Partnership, the General Partner Partnership and Buyer on behalf of themselves and the Buyer Affiliates hereby waive and release all claims of any such liability and obligation.

Affiliate Liability. (a) Each of the following is herein referred to as a “Buyer Holdings Affiliate”: (i) (A) any past or present direct or indirect holder stockholder, member, general or limited partner or other equityholder of a Seller, Holdings or the general partner interest Company and (B) any past, present or future director, officer, employee, incorporator, manager, controlling person, affiliate, subsidiary, portfolio company or Representative of, and any financing source or lender to, (w) Sellers, (x) Holdings, (y) Holdings or any of its subsidiaries or (z) any person referred to in the Partnership foregoing clause (whether limited A) or general partners, members or otherwise), and (ii) any directorof their respective heirs, officerexecutors, manageradministrators, employeesuccessors or assigns. Other than any Seller, representative Holdings or agent of (A) the Partnership, the General Partner or Buyer or (B) any Person who directly or indirectly controls the Partnership. Except to the extent that a Buyer Affiliate is an express signatory hereto or thereto or an express assignee of the Partnership or BuyerCompany as specifically provided for herein, no Buyer Holdings Affiliate shall have any personal liability or personal obligation to any Seller Party Purchaser of any nature whatsoever in connection with or under this Agreement. (b) Effective as of the Closing, each of (i) Purchaser and Holdings hereby irrevocably releases and discharges, and Holdings on behalf of all its subsidiaries hereby irrevocably releases and discharges, Sellers, each other Holdings Affiliate, and each of their respective current and former directors, managers, officers, partners and employees and (ii) each of the Sellers and Sellers’ Representative hereby irrevocably releases and discharges Purchaser, Holdings, the Company and the Purchaser Related Parties, from and against all liabilities, claims and obligations, whether accrued or contingent, whether known or unknown, whether arising under common law, statute, equity or otherwise and whether based on strict liability, fiduciary duty, negligence, gross negligence, fraud or otherwise, to the extent arising prior to the Closing and based upon, arising out of or related to Holdings, its subsidiaries, their business, operations, assets and liabilities or the service by any such Holdings Affiliate as an officer, director, manager, employee or Representative of Holdings or any of its subsidiaries (other than and solely with respect to any of the other Transaction Documents covenants in this Agreement or any Ancillary Document that survive the transactions contemplated herein Closing); provided, however, that this Section 12.12(b) shall not release or therein, and each Seller Party on behalf of itself and each Acquired Company and Seller Affiliate hereby waives and releases all claims of any such liability and obligation. Notwithstanding the foregoing, no Seller Party shall be deemed an Affiliate of the Partnership. (b) Each of the following is herein referred to as a “Seller Affiliate”: discharge (i) any direct liability of any party under this Agreement or indirect holder of Equity Interests in any Seller Party (whether limited or general partnersAncillary Document, members, stockholders or otherwise), and (ii) any partnerliability of any current or former employee of Holdings or any of its subsidiaries to the extent (x) related to this Agreement, memberany Ancillary Document or the Transactions or (y) arising out of such employee’s service as an officer or employee of Holdings or one of its subsidiaries, shareholder, director, officer, manager, employee, representative (iii) any liability of Holdings or agent any of its subsidiaries or (iv) (A) any liability of Purchaser or claims by Purchaser against any Seller Party or any Acquired Company or any Subsidiary of either of them or for Fraud and (B) any Person who directly or indirectly controls any Seller Party. Except to the extent that a Seller Affiliate is an express signatory hereto or an express assignee liability of any Seller Partyor claims by any Seller against Purchaser for Fraud. (c) Notwithstanding any provision in this Agreement or otherwise, the parties to this Agreement agree on their own behalf and on behalf of their respective subsidiaries and Affiliates that no Seller Affiliate Non-Recourse Party of a party to this Agreement shall have any liability or obligation to the Partnership, the General Partner, Buyer or Buyer Indemnitee of any nature whatsoever in connection with or under this Agreement, any of the other Transaction Documents or the transactions contemplated herein or therein, and the Partnership, the General Partner and Buyer on behalf of themselves and the Buyer Affiliates hereby waive and release all claims of any such liability and obligation.or

Affiliate Liability. (a) Each of the following is herein referred to as a “Buyer Affiliate”: (i) any direct or indirect holder of the general partner interest Common Units, Subordinated Units, General Partner Units or other Equity Interests in the Partnership or Buyer (whether limited or general partners, members members, stockholders or otherwise), and (ii) any director, officer, manager, employee, representative or agent of (A) the Partnership, the Managing General Partner or Buyer or any Subsidiary of any of them or (B) any Person who directly or indirectly controls the PartnershipPartnership or Buyer. Except to the extent that a Buyer Affiliate is an express signatory hereto or thereto or an express assignee of the Partnership or Buyer, no Buyer Affiliate shall have any liability or obligation to any Seller Party Sellers of any nature whatsoever in connection with or under this Agreement, any of the other Transaction Documents or the transactions contemplated herein or therein, and each Seller Party on behalf of itself and each Acquired FrontStreet Company and Affiliate of such Seller Affiliate hereby waives and releases all claims of any such liability and obligation. Notwithstanding the foregoing, no Seller Party neither Sellers nor Aircraft Services Corporation shall be deemed an Affiliate of the Partnership. (b) Each of the following is herein referred to as a “Seller Affiliate”: (iA) any direct or indirect holder of Equity Interests in any Seller Party the Sellers (whether limited or general partners, members, stockholders or otherwise), other than Aircraft Services Corporation, and (iiB) any partner, member, shareholder, director, officer, manager, employee, representative or agent of (A1) any Seller Party Sellers or any Acquired either FrontStreet Company or any Subsidiary of either of them or (B2) any Person Person, other than Aircraft Services Corporation, who directly or indirectly controls any Seller Partyeither Seller. Except to the extent that a Seller Affiliate is an express signatory hereto thereto or an express assignee of any Seller Partya Seller, no Seller Affiliate shall have any liability or obligation to the Partnership, the General Partner, Buyer or any Buyer Indemnitee of any nature whatsoever in connection with or under this Agreement, any of the other Transaction Documents or the transactions contemplated herein or therein, and the Partnership, the General Partner Partnership and Buyer on behalf of themselves and the Buyer Affiliates hereby waive and release all claims of any such liability and obligation.