Common use of No Recourse; Limitation of Liability Clause in Contracts

No Recourse; Limitation of Liability. Notwithstanding any provision of this Agreement or otherwise, the Parties agree, on their own behalf and on behalf of their respective Subsidiaries and Affiliates, that (a) this Agreement may only be enforced against, and any claim for breach of this Agreement may only be made against, the Parties and then only with respect to the specific obligations set forth herein with respect to such Party and (b) with respect to each Party hereto, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor, Financing Source, Representative or agent of such Party shall have any liability (whether in contract or tort, at law or in equity or otherwise, or based upon any theory that seeks to impose liability of an entity Party hereto against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of such Party or for any claim based on, arising out of or related to this Agreement or the Transactions. Notwithstanding anything to the contrary contained herein, the Parties (each on behalf of itself and any of its Subsidiaries and Affiliates) hereby waive any rights or claims, whether at law or at equity, in contract, in tort or otherwise against the Financing Sources in connection with this Agreement and hereby agree that in no event shall the Financing Sources have any liability or obligation hereunder to the Parties or their respective Subsidiaries and Affiliates, and in no event shall the Parties (and the Parties agree on behalf of their Subsidiaries and Affiliates not to) commence any action or proceeding against a Financing Source in connection with this Agreement, the Commitment Letter or the Financing or any of the transactions contemplated hereby and agrees to cause any such action or proceeding asserted by the Company in connection with this Agreement, the Commitment Letter or the Financing or any of the transactions contemplated hereby to be dismissed or otherwise terminated. It is acknowledged and agreed that no Financing Source shall have any liability for any claims or damages of any kind to the Company or any of its Subsidiaries or Affiliates in connection with this Agreement, the Commitment Letter, the Financing or the transactions contemplated hereby; provided, that notwithstanding the foregoing, in no event shall this Section 11.14 or any other provision of this Agreement modify or impair the rights and remedies of the parties to the Commitment Letter (including any related fee letter or engagement letter) or any definitive documentation with respect to the Financing, and all such rights and remedies shall be as set forth in such agreements and as otherwise provided by Applicable Law.

No Recourse; Limitation of Liability. Notwithstanding any provision of this Agreement or otherwise, the Parties agree, on their own behalf and on behalf of their respective Subsidiaries and Affiliates, that (a) this This Agreement may only be enforced againstagainst the named parties hereto. All claims or causes of action that may be based upon, and any claim for breach arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, only against the Parties and then only with respect entities that are expressly identified as parties hereto or that are subject to the specific obligations set forth herein with respect to such Party terms hereof, and (b) with respect to each Party hereto, no past, present or future director, officer, employee, incorporator, member, manager, partner, stockholdershareholder, Affiliate, agent, attorney, advisor, Financing Source, Representative attorney or agent representative of such Party shall have any liability party hereto (whether in contract including any person negotiating or tort, at law or in equity or otherwise, or based upon any theory that seeks to impose liability of an entity Party hereto against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of such Party or for any claim based on, arising out of or related to executing this Agreement or the Transactions. Notwithstanding anything to the contrary contained herein, the Parties (each on behalf of itself and any of its Subsidiaries and Affiliatesa party hereto) hereby waive any rights or claims, whether at law or at equity, in contract, in tort or otherwise against the Financing Sources in connection with this Agreement and hereby agree that in no event shall the Financing Sources have any liability or obligation hereunder with respect to this Agreement or with respect to any claim or cause of action, whether in tort, contract or otherwise, that may arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement and the transactions contemplated hereby. The Company agrees that, whether or not this Agreement is terminated, to the Parties extent it has incurred Losses or their respective Subsidiaries and Affiliates, and in no event shall the Parties (and the Parties agree on behalf of their Subsidiaries and Affiliates not to) commence any action or proceeding against a Financing Source damages in connection with this Agreement, (a) the Commitment Letter or the Financing or any maximum liability of the transactions contemplated hereby and agrees Investor shall be limited to cause any such action or proceeding asserted the Purchase Price payable by the Company Investor pursuant to this Agreement and (b) the Investor shall not be liable for any special, indirect, exemplary, consequential or punitive damages in connection with this Agreement. EXHIBIT 10.1 Appendix I SELLING SHAREHOLDER QUESTIONNAIRE The undersigned beneficial owner of Common Shares (the “Common Shares”) of CommunityOne Bancorp (the “Company”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale of Common Shares that qualifies as Registrable Securities, in accordance with the Commitment Letter or terms of a Subscription Agreement (the Financing or any of “Subscription Agreement”) between the transactions contemplated hereby to be dismissed or Company and the Investor(s) named therein. All capitalized terms used and not otherwise terminated. It is acknowledged and agreed that no Financing Source defined herein shall have any liability for any claims or damages of any kind the meanings ascribed thereto in the Subscription Agreement. The undersigned hereby provides the following information to the Company or any of its Subsidiaries or Affiliates in connection with this Agreement, the Commitment Letter, the Financing or the transactions contemplated hereby; provided, and represents and warrants that notwithstanding the foregoing, in no event shall this Section 11.14 or any other provision of this Agreement modify or impair the rights and remedies of the parties to the Commitment Letter (including any related fee letter or engagement letter) or any definitive documentation with respect to the Financing, and all such rights and remedies shall be as set forth in such agreements and as otherwise provided by Applicable Law.information is accurate: QUESTIONNAIRE

No Recourse; Limitation of Liability. Notwithstanding any provision of this Agreement or otherwise, the Parties parties hereto agree, on their own behalf and on behalf of their respective Subsidiaries and Affiliates, that (a) this Agreement may only be enforced against, and any claim for breach of this Agreement may only be made against, the Parties parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party party and (b) with respect to each Party party hereto, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor, Lender, Financing Source, Representative or agent of such Party party shall have any liability (whether in contract or tort, at law or in equity or otherwise, or based upon any theory that seeks to impose liability of an entity Party party hereto against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of such Party party or for any claim based on, arising out of or related to this Agreement or the Transactions. Notwithstanding anything to the contrary contained herein, the Parties parties hereto (each on behalf of itself and any of its Subsidiaries and Affiliates, and their respective directors, officers, employees, agents and Representatives) hereby waive any rights or claims, whether at law or at equity, in contract, in tort or otherwise against the Financing Sources in connection with this Agreement and hereby agree that in no event shall the Financing Sources have any liability or obligation hereunder to the Parties parties hereto or their respective Subsidiaries and Subsidiaries, Affiliates, and their respective directors, officers, employees, agents and Representatives and (c) in no event shall the Parties parties hereto (and the Parties agree on behalf x) seek or obtain, (y) support any person to seek or obtain, or (z) permit any of their its Subsidiaries and Affiliates not to) commence and their and their Affiliates’ respective directors, officers, employees, agents and Representatives to seek or obtain, any action or proceeding damages of any kind against a any Financing Source (including special, consequential, indirect or punitive damages or damages of a tortious nature), in each case in connection with this Agreement; provided that, the Commitment Letter or the Financing or any of the transactions contemplated hereby and agrees to cause any such action or proceeding asserted by the Company in connection with this Agreement, the Commitment Letter or the Financing or any of the transactions contemplated hereby to be dismissed or otherwise terminated. It is acknowledged and agreed that no Financing Source shall have any liability for any claims or damages of any kind to the Company or any of its Subsidiaries or Affiliates in connection with this Agreement, the Commitment Letter, the Financing or the transactions contemplated hereby; provided, that notwithstanding the foregoing, in no event shall this Section 11.14 or any other provision of this Agreement modify or impair the rights and remedies of the parties to the Commitment Letter (including any related fee letter or engagement letter) or any definitive documentation with respect to the Financing, and all such rights and remedies shall be as set forth in such agreements and as otherwise provided by Applicable Law.

No Recourse; Limitation of Liability. Notwithstanding any provision of this Agreement or otherwise, the Parties parties hereto agree, on their own behalf and on behalf of their respective Subsidiaries and Affiliates, that (a) this Agreement may only be enforced against, and any claim for breach of this Agreement may only be made against, the Parties parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party party and (b) with respect to each Party party hereto, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor, Lender, Financing Source, Representative or agent of such Party party shall have any liability (whether in contract or tort, at law or in equity or otherwise, or based upon any theory that seeks to impose liability of an entity Party party hereto against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of such Party party or for any claim based on, arising out of or related to this Agreement or the Transactions. Notwithstanding anything to the contrary contained herein, the Parties parties hereto (each on behalf of itself and any of its Subsidiaries and Affiliates, and their respective directors, officers, employees, agents and Representatives) hereby waive any rights or claims, whether at law or at equity, in contract, in tort or otherwise against the Financing Sources in connection with this Agreement and hereby agree that in no event shall the Financing Sources have any liability or obligation hereunder to the Parties parties hereto or their respective Subsidiaries and Subsidiaries, Affiliates, and their respective directors, officers, employees, agents and Representatives and (c) in no event shall the Parties parties hereto (and the Parties agree on behalf x) seek or obtain, (y) support any person to seek or obtain, or (z) permit any of their its Subsidiaries and Affiliates not to) commence and their and their Affiliates’ respective directors, officers, employees, agents and Representatives to seek or obtain, any action or proceeding damages of any kind against a any Financing Source (including special, consequential, indirect or punitive damages or damages of a tortious nature), in each case in connection with this Agreement; provided that, the Commitment Letter or the Financing or any of the transactions contemplated hereby and agrees to cause any such action or proceeding asserted by the Company in connection with this Agreement, the Commitment Letter or the Financing or any of the transactions contemplated hereby to be dismissed or otherwise terminated. It is acknowledged and agreed that no Financing Source shall have any liability for any claims or damages of any kind to the Company or any of its Subsidiaries or Affiliates in connection with this Agreement, the Commitment Letter, the Financing or the transactions contemplated hereby; provided, that notwithstanding the foregoing, in no event shall this Section 11.14 ‎11.14 or any other provision of this Agreement modify or impair the rights and remedies of the parties to the Commitment Letter (including any related fee letter or engagement letter) or any definitive documentation with respect to the Financing, and all such rights and remedies shall be as set forth in such agreements and as otherwise provided by Applicable Law.

No Recourse; Limitation of Liability. Notwithstanding any provision of this Agreement or otherwise, the Parties agree, agree on their own behalf and on behalf of their respective Subsidiaries and Affiliates, Affiliates that (a) this Agreement may only be enforced against, and any claim for breach of this Agreement may only be made against, the Parties and then only with respect to the specific obligations set forth herein with respect to such Party and (b) with respect to each Party heretoParty, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor, Lender, Financing Source, Representative or agent of such named Party shall have any liability (whether in contract or tort, at law or in equity or otherwise, or based upon any theory that seeks to impose liability of an entity Party hereto against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of such named Party or for any claim based on, arising out of or related to this Agreement or the Transactionstransactions contemplated hereby. Notwithstanding anything to the contrary contained herein, (i) the Parties Company (each on behalf of itself and any of its Subsidiaries officers, directors, employees, agents, Affiliates and AffiliatesRepresentatives) hereby waive waives any rights or claims, whether at law or at equity, in contract, in tort or otherwise otherwise, against the Financing Sources in connection with the transactions contemplated by this Agreement and (ii) the Parties hereby agree that in no event shall the Financing Sources shall not have any liability (whether in contract or obligation hereunder to the Parties in tort, in Law or their respective Subsidiaries and Affiliatesin equity, and in no event shall the Parties (and the Parties agree on behalf of their Subsidiaries and Affiliates not toor granted by statute or otherwise) commence any action or proceeding against a Financing Source in connection with this Agreement, the Commitment Letter or the Financing or any of the transactions contemplated hereby and agrees to cause any such action or proceeding asserted by the Company in connection with this Agreement, the Commitment Letter or the Financing or any of the transactions contemplated hereby to be dismissed or otherwise terminated. It is acknowledged and agreed that no Financing Source shall have any liability for any claims liabilities, obligations, losses, damages, penalties, actions and judgments, suits, costs, expenses or damages disbursements of any kind to arising under this Agreement (provided that nothing in this Section 9.11 shall limit the Company liability or any obligations of its Subsidiaries or Affiliates in connection with this Agreement, the Commitment Letter, the Financing or Sources to Parent (and its successors and assigns) and/or the transactions contemplated hereby; provided, that notwithstanding the foregoing, in no event shall this Section 11.14 or any other provision of this Agreement modify or impair the rights and remedies of the parties to the Commitment Letter (including any related fee letter under the Commitment Letter or engagement letter) or any definitive documentation with respect to the Financing, and all such rights and remedies shall be as set forth in such agreements and as otherwise provided by Applicable LawFinancing Agreements).