Common use of No Derivative Liability Clause in Contracts

No Derivative Liability. Notwithstanding anything set forth in this Agreement, the Closing Deliveries or otherwise, no direct or indirect (through tiered ownership or otherwise) advisor, trustee, director, officer, employee, beneficiary, shareholder, participant, partner, member, owner, investor, representative or agent of a Party or its applicable Affiliates shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any Closing Deliveries or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the other Party and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the assets of such Party (or, if expressly applicable, the assets of such Party’s Affiliate) for the payment of any claim or for any performance, and each other Party, on behalf of itself and its successors and assigns, hereby waive any and all such personal liability. Nothing in this Section 14.9 is intended or shall be deemed to impair or limit the liability of any Person under the Seller PSA Guaranty, the Buyer PSA Guaranty, the Lessee Lease Guaranty, the Resources Guaranty or the Lessor Lease Guaranty.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Ultra Petroleum Corp), Purchase and Sale Agreement (CorEnergy Infrastructure Trust, Inc.)

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No Derivative Liability. Notwithstanding anything set forth in this Agreement, the Closing Deliveries Deliverables or otherwise, no direct or indirect (through tiered ownership or otherwise) advisor, trustee, director, officer, employee, beneficiary, shareholder, participant, partner, member, owner, investor, representative or agent of a Party or its applicable Affiliates shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any Closing Deliveries Deliverables or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the other Party and Party, its successors and assigns andassigns, without limitation, and all other persons and entities, entities shall look solely to the assets of such Party (or, if expressly applicable, the assets of such Party’s Affiliate) for the payment of any claim or for any performance, and each other Party, on behalf of itself and its successors and assigns, hereby waive waives any and all such personal liability. Nothing in this Section 14.9 is intended or shall be deemed to impair or limit the liability of any Person under the Seller PSA Guaranty, the Buyer PSA Guaranty, the Lessee Tenant Lease Guaranty, the Resources Guaranty or the Lessor Landlord Lease Guaranty.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Energy XXI LTD), Purchase and Sale Agreement (CorEnergy Infrastructure Trust, Inc.)

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