Common use of Non-Recourse Clause in Contracts

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action All Legal Proceedings (whether in contract Contract or in tort, at in law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement), ) may be made by any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)hereto or thereto. No Person who is not a Contracting Partynamed party to this Agreement, including any currentdirector, former or future equityholderofficer, employee, incorporator, controlling personmember, general or limited partner, memberstockholder, Affiliate, or assignee agent, attorney or Representative of, and of any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns named party to this Agreement that is not itself a named party to this Agreement (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract Contract or in tort, at in law or in equity, granted by statute or otherwisebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, negotiation or execution, performance, ; and each party hereto or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby thereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Non-Party Affiliates. Without limiting The parties acknowledge and agree that the foregoing, to Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents parties or the Confidentiality Agreement, (i) each Contracting any Non-Party hereby waives and releases Affiliates from exercising any and all rights, claims, demands, and nothing in this Agreement shall limit the liability or causes obligations of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting any Non-Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwiseAffiliates, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to case under the performance of this Merger Agreement or any representation other agreement to which they are specifically a party or warranty made inan express third party beneficiary thereof. This Section 9(n) is subject to, in connection withand does not alter the scope or application of, or as an inducement to this AgreementSection 9(j).

Non-Recourse. Except as expressly to the extent otherwise set forth in the other Transaction Documents or the Confidentiality AgreementDocuments, all claims, obligations, liabilitiesLiabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, Affiliate, or assignee or Representative of, and any financial advisor adviser, Financing Source or lender to, to any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, Affiliate, or assignee or Representative of, and any financial advisor or lender to, of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality AgreementDocuments), and, to the maximum extent permitted by LawLaw (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty AffiliatesAffiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any other Contracting Party’s Nonparty AffiliateAffiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach ; and (iib) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all All claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law in Law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the transactions contemplated by this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as the parties in the preamble to this Agreement and the Persons party to the Merger Agreement or party to any other agreement executed in connection therewith (collectively, the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, at law in Law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or the transactions contemplated by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its the transactions contemplated by this Agreement or the negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all All claims, obligations, liabilities, or liabilities and causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise arising under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, relating in any manner to this Agreement), Agreement may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee or Representative of, and or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee or Representative of, and or any financial advisor or lender to, or successor to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of actionliability, obligations, claims or liabilities causes of action based upon, in respect of, arising under, out by reason of, in connection with, or related relating in any manner to this Agreement Agreement, whether by or based onthrough attempted piercing of the corporate veil, in respect of, by or through a claim by reason or on behalf of this Agreement any party hereto or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement)otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, action and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, demands or causes of action that may otherwise be available, whether in contract or in tort, available at law Law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach otherwise and (iib) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. Except as expressly to the extent otherwise set forth in the other Transaction Documents or the Confidentiality AgreementDocuments, all claims, obligations, liabilitiesLiabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, Affiliate, or assignee or Representative of, and any financial advisor or lender to, of any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, Affiliate, or assignee or Representative of, and any financial advisor or lender to, of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality AgreementDocuments), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty AffiliatesAffiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly Law (other than as set forth in the other Transaction Documents or the Confidentiality AgreementDocuments), (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any other Contracting Party’s Nonparty AffiliateAffiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach ; and (iib) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as expressly to the extent otherwise set forth in the other Transaction Documents or the Confidentiality Nondisclosure Agreement, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, Affiliate, agent, attorney, representative, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Nondisclosure Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty AffiliatesAffiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Nondisclosure Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any other Contracting Party’s Nonparty AffiliateAffiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and ; (iib) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as expressly set forth in the other Transaction Documents this Agreement or the Confidentiality Agreementany documents contemplated hereby, all claims, obligations, liabilities, Liabilities or causes of action Actions (whether in contract or in tort, at law in Law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)) and the transactions contemplated hereby, may be made made, only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties Parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, equityholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, equityholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall will have any Liability (whether in contract or in tort, at law in Law or in equity, or granted by statute or otherwisestatute) for any claims, causes of actionActions, obligations, or liabilities Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as expressly set forth in of this Agreement and the other Transaction Documents or the Confidentiality Agreement)transactions contemplated hereby, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, Actions and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, All claims or causes of action (whether in contract or in tort, at law in Law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any currentdirector, former or future equityholderofficer, incorporatoremployee, controlling personmanaging member, general or limited partner, membermanager, shareholder, principal, Affiliate, or assignee or Representative ofagent, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee attorney or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, at law in Law or in equity, or granted by statute or otherwisebased upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or liabilities Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, claims and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law Law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach ; and (iib) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 388.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, All claims or causes of action (whether in contract or in tort, at in law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in, in or in connection withwith this Agreement, the Related Documents or as an inducement to, to enter into this Agreement), Agreement or the Related Documents) may be made by any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble hereto or thereto. In no event shall any named party to this Agreement (or the “Contracting Parties”)Related Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a Contracting Partynamed party to this Agreement or the Related Documents, including without limitation any currentdirector, former or future equityholderofficer, employee, incorporator, controlling personmember, general or limited partner, memberstockholder, Affiliate, agent, attorney or assignee or Representative of, and representative of any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns named party to this Agreement (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, granted by statute or otherwisebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement Agreement, the Related Documents or for any claim based on, in respect of, or by reason of this Agreement or its negotiationAgreement, execution, performance, or breach (other than as expressly set forth in the other Transaction Related Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, their negotiation or execution; and each Contracting Party hereby party hereto or thereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Non-Party Affiliates. Without limiting The parties acknowledge and agree that the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Non-Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason Affiliates are intended third-party beneficiaries of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementSection 9.12.

Non-Recourse. Except as expressly set forth Subject in all respects to the other Transaction Documents last sentence, this Agreement may only be enforced against, and any claim or the Confidentiality Agreement, all claims, obligations, liabilities, or causes cause of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to this Agreement, Agreement or the negotiationTransactions may only be brought against, execution, or performance the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of this Agreement (including any representation or warranty made in, the specific obligations undertaken by such Party in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general partner, stockholder, Affiliate, agent, attorney, advisor or limited partnerRepresentative or Affiliate of any Party and (b) no past, present or future director, officer, employee, incorporator, member, Affiliatepartner, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partnerstockholder, Affiliate, or assignee agent, attorney, advisor or Representative of, and any financial advisor or lender to, Affiliate of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in contract, tort, at law or in equity, granted by statute equity or otherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or liabilities of any one or more of the Company, Acquiror, Pubco Merger Sub, Corp Merger Sub or LLC Merger Sub under this Agreement of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based onthe Transactions, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), andand each Party hereby irrevocably and unconditionally waives and releases, to the maximum fullest extent permitted by under applicable Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be availableactions and liabilities related thereto. Notwithstanding the foregoing, whether nothing in contract this Section 12.14 shall limit, amend or in tort, at law waive any rights or in equity, granted by statute or otherwise, obligations of any party to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in Transaction Agreement for any manner to this Agreement or claim based on, in respect of, of or by reason of this Agreement such rights or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementobligations.

Non-Recourse. Except as expressly set forth in the This Agreement may only be enforced against, and any claim, action, suit or other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be legal proceeding based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made only brought against (and such representations and warranties are those solely of) the Persons entities that are expressly identified named as parties in hereto and then only with respect to the preamble specific obligations set forth herein with respect to this Agreement (such party, except for claims that the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing Company or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of its Subsidiaries may assert in accordance with the foregoing) (collectivelyGuarantees, the Equity Commitment Letters or the Confidentiality Agreement. Except as set forth in this Agreement, the Guarantees, the Equity Commitment Letters or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Nonparty AffiliatesNon-Recourse Party”), ) shall have any Liability liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in contract or in tort, at law or in equity, granted by statute contract or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, of or by reason of the transactions contemplated by this Agreement or its negotiationin respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, executioneach party covenants, performanceagrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or breach (other than as expressly set forth in B) pursuant to the other Transaction Documents express terms of the Guarantees, the Equity Commitment Letters or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as expressly set forth in This Agreement may only be enforced against the other Transaction Documents or the Confidentiality Agreementnamed parties. All legal proceedings, all claimsLegal Actions, obligations, liabilitieslosses, damages, claims or causes of action (whether in contract or contract, in tort, at in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (i) this AgreementAgreement or any of the other agreements or documents contemplated hereby, or (ii) the negotiation, execution, execution or performance of this Agreement or any of the documents contemplated hereby (including any representation or warranty made in, in connection with, or as an inducement to, this AgreementAgreement or any of the other agreements or documents contemplated hereby), (iii) any breach or violation of this Agreement (including the failure of any representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby, and (iv) any failure of the transactions contemplated by this Agreement or the other agreements or documents contemplated hereby to be consummated, in the case of clauses (i) and (iv), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified named as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative ofAgreement, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any then only to the extent of the foregoing or any specific obligations of their respective successors, predecessors or assigns (or any successors, predecessors or assigns such Persons set forth in this Agreement. In furtherance and not in limitation of the foregoing) (collectively, the “Nonparty Affiliates”), shall have and notwithstanding any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason other provision of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Lawcontrary, each Contracting Party hereby waives hereto covenants, agrees and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach acknowledges that (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly named as a party to this Agreement, and then only to the extent of the specific obligations of such parties set forth in the other Transaction Documents or the Confidentiality this Agreement) no recourse under this Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, related document or causes of action that may otherwise be available, whether in contract any documents or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, instruments delivered in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation related document shall be had against any Company Related Party or warranty made inParent Related Party, whether in connection withcontract, tort, equity, law or as an inducement to this Agreementgranted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action All Proceedings (whether at Law, in contract contract, tort or in tortotherwise, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or the other Transaction Agreements, or the negotiation, execution, execution or performance of this Agreement or the other Transaction Agreements (including any representation or warranty made in, in or in connection with, with this Agreement or the other Transaction Agreements or as an inducement to, to enter into this AgreementAgreement or the other Transaction Agreements), may be made only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as Parties hereto and parties in the preamble to this Agreement (the “Contracting Parties”)thereto. No Person who is not a Contracting Partynamed party to this Agreement or the other Transaction Agreements, including any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, memberstockholder, Affiliate, agent, attorney or assignee representative of any named party to this Agreement or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns other Transaction Agreements (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability liability (whether at Law, in contract contract, tort or in tortotherwise, at law or in equity, granted by statute or otherwisebased upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or such other Transaction Agreement (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the such other Transaction Documents Agreement (as the case may be) or the Confidentiality Agreement), and, to the maximum extent permitted by Law, negotiation or execution hereof or thereof; and each Contracting Party hereby party hereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise Non-Party Affiliates are expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason intended as third party beneficiaries of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance provision of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.. ​

Non-Recourse. Except as expressly set forth in the other Transaction Documents This Agreement may only be enforced against, and any claim or the Confidentiality Agreement, all claims, obligations, liabilities, or causes cause of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect arising out of, arise underor related to this Agreement or the transactions contemplated by this Agreement may only be brought against, out or by reason of, be connected with, or relate in any manner the entities that are expressly named as parties hereto. Except to the extent a named as a party to this Agreement, or the negotiationno past, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, memberstockholder, Affiliateaffiliate, agent, attorney, advisor, or assignee representative or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, affiliate of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoinga “Non-Recourse Party”) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in contract, tort, at law or in equity, granted by statute equity or otherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or liabilities of any one or more of the Vendor Group or Purchaser under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or the transactions contemplated by reason of this Agreement or its negotiation(collectively, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement“Non-Recourse Matters”), andand each of the Vendor Group or Purchaser (on behalf of themselves, their respective affiliates, and any Person claiming by, through or on behalf of the Vendor Group, the Purchaser or their respective affiliates) covenants and agrees that it shall not institute, and shall cause its agents, representatives and affiliates not to the maximum extent permitted by Lawbring, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of make or institute any action, claim or proceeding (whether in contract, tort, equity or otherwise) for a Non-Recourse Matter against any Non-Recourse Party. It is further understood and obligations arising under, out of, in connection with, agreed that any certificate or related in any manner to certification contemplated by this Agreement or based on, in respect of, or and executed by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form an officer of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, named party will be deemed to have been delivered only in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or such officer’s capacity as an inducement officer of such named party (and not in his or her individual capacity) and will not entitle any named party to this Agreementassert a claim against such officer in his or her individual capacity.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement, the Purchaser’s liability for any liability, loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under or in connection with any breach of this Agreement or any other Transaction Agreement (whether willfully, intentionally, unintentionally or otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to the Purchase Price and the Purchaser shall have no further liability or obligation relating to or arising out of this Agreement, any other Transaction Agreement or the Transactions in excess of such amount. For the avoidance of doubt, the foregoing shall not limit the Company’s rights under Section 6.10. (b) This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against the entities that are expressly named as parties hereto and their respective successors and assigns (including any Person that executes and delivers a Joinder). Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreementimmediately preceding sentence, all claimsno past, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partnerpartners, memberstockholder, Affiliate, or assignee or Representative ofagent, and any financial attorney, advisor or lender to, representative of any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) party hereto (collectively, the “Nonparty AffiliatesSpecified Persons”), ) shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) liability for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, or related in of any manner to party hereto under this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementtransactions contemplated hereby.

Non-Recourse. Except as expressly set forth in Notwithstanding anything to the other Transaction Documents contrary contained herein or the Confidentiality Agreementotherwise, all claimsthis Agreement may only be enforced against, obligations, liabilities, and any claims or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)the transactions contemplated hereby, may only be made only against (the entities and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (in their capacities as such, and only with respect to the “Contracting Parties”). No Person who is not a Contracting Partyspecific obligations set forth herein with respect to such party, including any currentand no former, former current or future equityholderdirect or indirect stockholders, incorporatorequity holders, controlling persons, portfolio companies, directors, officers, employees, general or limited partners, members, managers, trustees, attorneys, agents, representatives or Affiliates of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, portfolio company, director, officer, employee, general or limited partner, member, Affiliatemanager, trustee, attorney, agent, representative or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, Affiliate of any of the foregoing or any of their respective successors(each, predecessors or assigns (or any successors, predecessors or assigns of the foregoinga “Non-Recourse Party”) (collectively, the “Nonparty Affiliates”), shall have any Liability liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in contract or in tort, at law or in equity, granted by statute in tort, contract or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, the transactions contemplated hereby or in respect of any covenants, representations, warranties or statements (whether written or oral, express or implied) made or alleged to be made in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliatesherewith. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in rights of any party against the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwiseparties hereto, in each case, arising under, out of, in connection with, no event shall any party or related in any manner Person that would be a Non-Recourse Party of such party seek to enforce this Agreement or based onagainst, in respect of, or by reason make any claims for breach of this Agreement or its negotiation, execution, performanceagainst, or breach and seek to recover monetary damages from, any Non-Recourse Party (ii) each Contracting Party disclaims including any reliance upon any Nonparty Affiliates with respect to of the performance holders of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementthe Company Shares).

Non-Recourse. Except as expressly set forth Subject in all respects to the other Transaction Documents last sentence, this Agreement may only be enforced against, and any claim or the Confidentiality Agreement, all claims, obligations, liabilities, or causes cause of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to this Agreement, Agreement or the negotiationTransactions may only be brought against, execution, or performance the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of this Agreement (including any representation or warranty made in, the specific obligations undertaken by such Party in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general partner, stockholder, Affiliate, agent, attorney, advisor or limited partnerRepresentative or Affiliate of any Party and (b) no past, present or future director, officer, employee, incorporator, member, Affiliatepartner, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partnerstockholder, Affiliate, or assignee agent, attorney, advisor or Representative of, and any financial advisor or lender to, Affiliate of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in contract, tort, at law or in equity, granted by statute equity or otherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or liabilities of any one or more of the Company, Acquiror or Merger Sub under this Agreement or any other Transaction Document of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based onthe Transactions, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, and each Contracting Party hereby waives and releases all such Liabilities, claims, causes of actionactions and liabilities related thereto. Notwithstanding the foregoing, and nothing in this Section 12.14 shall limit, amend or waive any rights or obligations arising under, out of, in connection with, or related in of any manner party to this Agreement or any Transaction Document for any claim based on, in respect of, of or by reason of this Agreement such rights or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementobligations.

Non-Recourse. Except as expressly set forth Subject in all respects to the other Transaction Documents last sentence of this Section 12.14, this Agreement may only be enforced against, and any claim or the Confidentiality Agreement, all claims, obligations, liabilities, or causes cause of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to this Agreement, Agreement or the negotiationTransactions may only be brought against, execution, or performance the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of this Agreement (including any representation or warranty made in, the specific obligations undertaken by such Party in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general partner, shareholder, Affiliate, agent, attorney, advisor or limited partnerRepresentative or Affiliate of any Party and (b) no past, present or future director, officer, employee, incorporator, member, Affiliatepartner, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partnershareholder, Affiliate, or assignee agent, attorney, advisor or Representative of, and any financial advisor or lender to, Affiliate of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in contract, tort, at law or in equity, granted by statute equity or otherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of action, obligationsany one or more of the Company, or liabilities any Acquiror Party under this Agreement of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based onthe Transactions, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, and each Contracting Party hereby waives and releases all such Liabilities, claims, causes of actionactions and liabilities against any such non-recourse Person related thereto. Notwithstanding the foregoing, and nothing in this Section 12.14 shall limit, amend or waive any rights or obligations arising under, out of, in connection with, or related in of any manner party to this any other Transaction Agreement or for any claim based on, in respect of, of or by reason of this Agreement such rights or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementobligations.

Non-Recourse. Except as expressly set forth in the other Transaction Documents This Agreement may only be enforced against, and any claim or the Confidentiality Agreement, all claims, obligations, liabilities, or causes cause of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect arising out of, arise underor related to this Agreement or the transactions contemplated hereby may only be brought against, out the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to any such Party. Except to the extent that he, she or by reason of, be connected with, or relate in any manner it is a named party to this Agreement, or the negotiationno past, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, memberstockholder, Affiliate, or assignee or Representative ofagent, and any financial attorney, advisor or lender to, any Contracting Party, representative or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, Affiliate of any of the foregoing or any of their respective successors, predecessors or assigns other Person (or any successors, predecessors or assigns of the foregoing“Non-Party Entities”) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in contract, tort, at law or in equity, granted by statute equity or otherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or liabilities of any one or more of the Parent Related Parties or Company Related Parties, as applicable, under this Agreement or of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based onthe transactions contemplated hereby, in respect ofand each of Parent, or by reason of this Agreement or its negotiation, execution, performance, or breach Merger Sub and the Company (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby i) waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Non-Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach Entities and (ii) each Contracting agrees not to commence any claim, action, suit, proceeding or arbitral action against any such Non-Party disclaims any reliance upon any Nonparty Affiliates Entities in connection with respect to the performance of this Agreement or the transactions contemplated hereby; provided that nothing in this Section 12.15 shall limit the rights of any representation party to the Debt Commitment Letter or warranty made in, in connection with, or any other Contract with a Debt Financing Source to the extent expressly set forth therein. Non-Party Entities are expressly intended as an inducement third-party beneficiaries of this Section 12.15 and shall be entitled to this Agreementenforce the covenants contained herein.

Non-Recourse. Except as expressly set forth Notwithstanding anything in this Agreement to the contrary, the obligations and liabilities of the Company under this Agreement and all other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, claims, losses, damages, or causes of action Proceedings (whether in contract or in tort, at law or in equityequity and whether based on contract, granted by statute in tort or otherwise) of or against the Company that may be based upon, in respect ofon, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation breach or warranty alleged breach hereof), the negotiation, execution or performance hereof or the transactions contemplated hereby or in respect of any other document or theory of law or equity or in respect of any oral or written representations made inor alleged to be made in connection herewith or therewith, whether at law or equity, in connection withcontract, in tort or as an inducement to, this Agreement)otherwise, may only be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified Company in its capacity as parties in the preamble a party to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyand will be without recourse of any kind to any former, including any current, former current or future equityholderdirect or indirect stockholders, incorporatorequity holders, controlling persons, portfolio companies, management companies, directors, officers, employees, general or limited partners, members, managers, trustees, attorneys, agents, Representatives or Affiliates of the Company or any heir, executor, administrator, successor or assign of any of the foregoing, or any former, current or future direct or indirect stockholder, equity holder, controlling person, portfolio company, management company, director, officer, employee, general or limited partner, member, Affiliatemanager, trustee, attorney, agent, Representative or Affiliate of any of the foregoing or any heir, executor, administrator, successor or assign of any of the foregoing (other than, in each case, the Company and its Subsidiaries) (each of the foregoing, a “Company Related Party”). Notwithstanding anything in this Agreement to the contrary, the obligations and liabilities of Parent under this Agreement and all other obligations, liabilities, claims, losses, damages, or assignee Proceedings (whether in law or Representative ofin equity and whether based on contract, in tort or otherwise) of or against Parent that may be based on, arise out of or relate to this Agreement (including any breach or alleged breach hereof), the negotiation, execution or performance hereof or the transactions contemplated hereby or in respect of any other document or theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, may only be made against Parent and will be without recourse of any financial advisor kind to any former, current or lender tofuture direct or indirect stockholders, equity holders, controlling persons, management companies, directors, officers, employees, general or limited partners, members, managers, trustees, attorneys, agents, Representatives or Affiliates of Parent or any Contracting Partyheir, executor, administrator, successor or assign of any of the foregoing, or any currentformer, former current or future equityholderdirect or indirect stockholder, incorporatorequity holder, controlling person, management company, director, officer, employee, general or limited partner, Affiliatemember, manager, trustee, attorney, agent, Representative or assignee or Representative of, and any financial advisor or lender to, Affiliate of any of the foregoing or any heir, executor, administrator, successor or assign of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach foregoing (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwisethan, in each case, arising underParent and its Subsidiaries) (each of the foregoing, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementa “Parent Related Party”).

Non-Recourse. Except as expressly set forth Subject in all respects to the other Transaction Documents last sentence of this Section 13.14, this Agreement may only be enforced against, and any claim or the Confidentiality Agreement, all claims, obligations, liabilities, or causes cause of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to this Agreement, Agreement or the negotiationtransactions contemplated hereby may only be brought against, execution, or performance the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party hereto (and then only to the extent of this Agreement (including any representation or warranty made in, the specific obligations undertaken by such Party in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general partner, stockholder, Affiliate, agent, attorney, advisor or limited partnerrepresentative or Affiliate of any Party and (b) no past, present or future director, officer, employee, incorporator, member, Affiliatepartner, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partnerstockholder, Affiliate, or assignee or Representative ofagent, and any financial attorney, advisor or lender to, representative or Affiliate of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in contract, tort, at law or in equity, granted by statute equity or otherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or liabilities of any one or more of Tempo, the Tempo Blockers or the FTAC Parties under this Agreement of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliatestransactions contemplated hereby. Without limiting Notwithstanding the foregoing, nothing in this Section 13.14 shall limit, amend or waive any rights of any party to any Transaction Agreement under such Transaction Agreement; provided such rights can only be enforced against the actual parties to the maximum extent permitted by Law, except to applicable Transaction Agreements in accordance with the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementterms thereof.

Non-Recourse. Except as expressly set forth Notwithstanding anything to the contrary in the other Transaction Documents or the Confidentiality this Agreement, (i) this Agreement may only be enforced against, and all claims, obligations, liabilities, or causes of action Proceedings (whether in contract or in tort, at in law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner related to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in Parties hereto, and then only with respect to the preamble specific obligations set forth herein with respect to this Agreement such Party and (the “Contracting Parties”). No ii) no Person who is not a Contracting Partynamed party to this Agreement, including any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited manager, partner, memberequityholder, Affiliate, agent, attorney or assignee or Representative of, and representative of any financial advisor or lender to, any Contracting Party, named party to this Agreement (or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, Affiliate of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoingaforementioned) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract or in tort, at law or in Law, in equity, granted by statute or otherwisebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiationthe negotiation or execution hereof and each Party waives and releases all such liabilities, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, claims and obligations against any such Non-Party Affiliates to the maximum extent permitted by Law, each Contracting . The Non-Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason Affiliates are expressly intended as third-party beneficiaries of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality provision of this Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon on any Nonparty Affiliates Non-Party Affiliate with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as expressly set forth in Notwithstanding anything to the other Transaction Documents contrary contained herein or the Confidentiality Agreementotherwise, all claimsthis Agreement may only be enforced against, obligations, liabilities, and any claims or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to the non-performance this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made only against (the entities and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partytheir capacities as such and no former, including any current, former current or future equityholderstockholders, incorporatorequity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates (other than the Company) of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, Affiliatemanager, agent or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, Affiliate of any of the foregoing or any of their respective successors(each, predecessors or assigns (or any successors, predecessors or assigns of the foregoinga “Non-Recourse Party”) (collectively, the “Nonparty Affiliates”), shall have any Liability liability for any obligations or liabilities of the parties or for any claim (whether in contract or in tort, at law or in equity, granted by statute contract or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of of, this Agreement or its negotiation, execution, performance, in respect of any representations made or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, alleged to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, be made in connection with, herewith or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliatestherewith. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in rights of any party against the other Transaction Documents parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. Nothing herein precludes the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases parties or any and all Non-Recourse Parties from exercising any rights, claims, demands, and nothing herein shall limit the liability or causes obligations of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwiseNon-Recourse Party, in each casecase under the Merger Agreement, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement Stockholders Agreements or any representation other agreement to which they are specifically a party or warranty made in, in connection with, or as an inducement to this Agreementexpress third party beneficiary thereof.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action All Legal Actions (whether in contract Contract or in tort, at in law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in, in or in connection withwith this Agreement, the Related Documents or as an inducement to, to enter into this Agreement), Agreement or the Related Documents) may be made by any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble hereto or thereto. In no event shall any named party to this Agreement (or the “Contracting Parties”)Related Documents have any shared or vicarious Liability for the actions or omissions of any other Person other than as provided in Section 8.17. No Person who is not a Contracting Partynamed party to this Agreement or the Related Documents, including any currentdirector, former or future equityholderofficer, employee, incorporator, controlling personmember, general or limited partner, memberstockholder, Affiliate, or assignee agent, attorney or Representative of, and of any financial advisor named party to this Agreement that is not itself a named party to this Agreement or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or Related Documents, including, for the avoidance of doubt, any of their respective successors, predecessors or assigns Lender Related Party (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract Contract or in tort, at in law or in equity, granted by statute or otherwisebased upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations, or liabilities Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim based on, in respect of, or by reason of this Agreement or its negotiationAgreement, execution, performance, or breach (other than as expressly set forth in the other Transaction Related Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, their negotiation or execution; and each Contracting Party hereby party hereto or thereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations arising under, out of, against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing in connection with, or related this Section 8.16 shall in any manner to way expand the circumstances in which Parent may be liable under this Agreement or based on, in respect of, or by reason as a result of this Agreement or its negotiation, execution, performance, or breach the Transactions (other than including as expressly set forth in a result of the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementDebt Financing).

Non-Recourse. Except as set forth on Schedule 4.28, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against the entities that are expressly named as parties hereto and then only with respect to the obligations expressly set forth in herein with respect to such party. Except as set forth on Schedule 4.28 and to the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner extent a named party to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, and then only to the extent of the obligations expressly undertaken by such named party in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, memberstockholder, Affiliate, or assignee or Representative ofImmediate Family member, and any financial advisor or lender toagent, any Contracting Partyattorney, or other representative of any currentparty hereto, former including the Sellers’ Representative or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, its partners (collectively and any financial advisor or lender to, any of the foregoing or any of solely in their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectivelycapacities as such, the “Nonparty AffiliatesSeller Related Parties”), ) shall have any Liability (whether in contract or in tort, at in law or in equity, granted by statute or otherwisebased upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes obligations or Liabilities of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of this Agreement any oral representations made or alleged to have been made in connection herewith. In no event shall the Earthbound Group or any of its negotiationAffiliates have any recourse against any former, executioncurrent or future stockholders, performancemembers, managers or Affiliates of Buyer or the Guarantor, or breach (other than as expressly set forth in any former, current or future officers, directors, employees, agents or representatives of any of the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes foregoing arising out of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance termination of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementbreach hereof.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all All claims, obligations, liabilities, or liabilities and causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise arising under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, relating in any manner to this Agreement), Agreement may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee or Representative of, and or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee or Representative of, and or any financial advisor or lender to, or successor to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of actionliability, obligations, claims or liabilities causes of action based upon, in respect of, arising under, out by reason of, in connection with, or related relating in any manner to this Agreement Agreement, whether by or based onthrough attempted piercing of the corporate veil, in respect of, by or through a claim by reason or on behalf of this Agreement any party hereto or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement)otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, action and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, demands or causes of action that may otherwise be available, whether in contract or in tort, available at law Law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach otherwise and (iib) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Merger Agreement or any of the other agreements or documents to be entered into among the Investor, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto (but not, for the avoidance of doubt, any Non-Party Affiliate), and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all All claims, obligations, liabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, equityholder, Affiliate, agent, attorney, other representative or assignee or Representative of, and any advisor (including any financial advisor advisor) or lender to, any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, equityholder, Affiliate, agent, attorney, other representative or assignee or Representative of, and any advisor (including any financial advisor advisor) or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement)breach, and, to the maximum extent permitted by Applicable Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Applicable Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach ; and (iib) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as expressly to the extent otherwise set forth in the other Transaction Documents or the Confidentiality AgreementAncillary Agreements, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, to any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality AgreementAncillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality AgreementAncillary Agreements, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach ; and (iib) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality AgreementEach Party agrees, on behalf of itself and its respective Affiliates, that all actions, claims, obligations, liabilities, liabilities or causes of action (whether in contract Contract or in tort, at law in Law or in equity, or granted by statute statute, whether by or otherwisethrough attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this AgreementAgreement or the Transactions, or (b) the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (c) any breach or violation of this Agreement and (d) any failure of the Transactions to be consummated, in each case, may be made only against (and such representations and warranties are those solely of) the Persons Parties that are expressly identified as parties in the preamble to this Agreement (Agreement. In furtherance and not in limitation of the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative offoregoing, and any financial advisor notwithstanding anything contained in this Agreement to the contrary, each Party hereto covenants, agrees and acknowledges, on behalf of itself and their respective Affiliates, that no recourse under this Agreement or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, in connection with any of the foregoing or Transactions shall be had against any of their respective successorsother Person, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), and no other Person shall have any Liability liabilities or obligations (whether in contract Contract or in tort, at law in Law or in equity, or granted by statute statute, whether by or otherwisethrough attempted piercing of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth the items in the other Transaction Documents or the Confidentiality Agreementimmediately preceding clauses (a) through (d), andit being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, be imposed on or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be availableincurred by any of the aforementioned, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each caseas such, arising under, out of, in connection with, with or related in any manner to this Agreement the items in the immediately preceding clauses (a) through (d). No Person, other than the Parties, shall be responsible or based on, in respect of, or by reason liable for any damages which may be alleged as a result of this Agreement or its negotiation, execution, performance, the Transactions (or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect the termination or abandonment thereof). Notwithstanding anything to the performance contrary set forth in this Section 10.15, it is expressly understood and agreed that none of this the foregoing shall limit, impair or otherwise affect the rights, liabilities or obligations of any Person arising out of or relating to the Confidentiality Agreement, the Parent Support Agreements or the Company Support Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementthe extent such Person is expressly party thereto.

Non-Recourse. Except as expressly set forth in the other Transaction Documents (a) No past, present or the Confidentiality Agreement, all claims, obligations, liabilitiesfuture Financing Source, or causes shareholder, partner, member, Representative or Affiliate (other than Parent or Merger Subsidiary) of Parent or Merger Subsidiary (and no Representative of any such Affiliate) shall have any liability for any liabilities of Parent or Merger Subsidiary under this Agreement. (b) This Agreement may only be enforced against, and any claim or cause of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble related to this Agreement (may only be brought against, the “Contracting Parties”)Persons who are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such Person. No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any None of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), Financing Sources shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute statute) (including, for the avoidance of doubt, any special, consequential, punitive or otherwiseindirect damages or damages of a tortious nature) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, or related in of any manner to party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the Transactions, including any dispute arising out of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth relating in the other Transaction Documents or the Confidentiality Agreement), and, any way to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwiseDebt Commitment Letter or, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement thereof; provided, that in no event shall the foregoing relieve the Financing Sources from any obligations to Parent or any representation Merger Subsidiary (and following the Closing Date, the Company and its Subsidiaries) arising under the Debt Commitment Letter or warranty made in, in connection with, or as an inducement to this Agreementthe Debt Financing Documents.

Non-Recourse. (a) Except as expressly set forth in the other Transaction Documents for fraud by such Person, no past, present or the Confidentiality Agreement, all claims, obligations, liabilitiesfuture Financing Source, or causes shareholder, partner, member, Representative or Affiliate (other than Parent or Merger Sub) of Parent or Merger Sub (and no Representative of any such Affiliate) shall have any liability for any liabilities of Parent or Merger Sub under this Agreement. Except for Fraud, no past, present or future, stockholder, partner, member, Representative or Affiliate (other than the Key Persons) of any Principal Member (and no Representative of any such Affiliate) shall have any liability for any liabilities of any Principal Member under this Agreement. (b) This Agreement may only be enforced against, and any claim or cause of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble related to this Agreement (may only be brought against, the “Contracting Parties”)persons who are expressly named as parties hereto and against the Company Members and then only with respect to the specific obligations set forth herein with respect to such person. No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any None of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), Financing Sources shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, or related in of any manner to party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the Transactions, including any dispute arising out of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth relating in the other Transaction Documents or the Confidentiality Agreement), and, any way to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwiseDebt Commitment Letter or, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement thereof; provided, that in no event shall the foregoing relieve the Financing Sources from any obligations to Parent or any representation Merger Sub (and following the Closing Date, the Company and its Subsidiaries) arising under the Debt Commitment Letter or warranty made in, in connection with, or as an inducement to this Agreementthe Debt Financing Documents.

Non-Recourse. Except as expressly set forth in the other Each Transaction Documents or the Confidentiality AgreementDocument shall be enforceable only against, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be and any Proceeding based upon, in respect of, arise arising under, out of or by reason of, be connected with, in connection with or relate related in any manner to this Agreementa Transaction Document, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may transactions contemplated by the Transaction Documents shall be made brought only against (the parties signatory thereto, and such representations and warranties are those solely of) then only with respect to the Persons specific obligations set forth therein that are expressly identified as parties in the preamble applicable to this Agreement (the “Contracting Parties”)such party. No Person who that is not a Contracting Partyparty to the applicable Transaction Document, including any currentpast, former present or future equityholder, incorporator, controlling person, general Representative or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, Affiliate of such party or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, Affiliate of any of the foregoing or any of their respective successors(each, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the a “Nonparty AffiliatesAffiliate”), shall have any Liability (whether in contract or in contract, tort, strict liability, at law or Law, in equity, granted by statute equity or otherwise) for any claims, causes of action, obligations, Liabilities or liabilities other obligations arising under, out of, of or in connection with, with or related in any manner to this Agreement such Transaction Document or the transactions contemplated by the Transaction Documents, or based onupon, in respect of, of or by reason of this Agreement such Transaction Document or its the negotiation, execution, performance, performance or breach (other than as expressly set forth in of any of the other Transaction Documents or Documents. To the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party party hereby waives and releases all such Liabilities, claims, causes of action, Liabilities and other obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all claims, causes of action, rights, claimsremedies, demands, demands or causes of action Proceedings that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, available to avoid or disregard the entity form of a Contracting Party party or otherwise impose liability the Liability of a Contracting Party party on any Nonparty Affiliate, whether granted by statute Law or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, undercapitalization or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach otherwise and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or and any representation or warranty made in, in connection with, with or as an inducement hereto. Nothing in this Section 12.12 is intended to, or shall, limit the guarantees provided by Seller Parent with respect to this Agreementthe specified obligations of Seller as expressly set forth in the Seller Parent Guarantee.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all (i) All claims, obligations, liabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Voting Agreement or the transactions contemplated by this Voting Agreement, or the negotiation, execution, or performance of this Voting Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Voting Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as the parties in the preamble to this Voting Agreement and the Persons party to the Merger Agreement or party to any other agreement executed in connection therewith (collectively, the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of and the foregoing) Debt/Preferred Equity Financing Sources (collectively, the “Nonparty AffiliatesNon-Recourse Party”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Voting Agreement or the transactions contemplated by this Voting Agreement or based on, in respect of, or by reason of this Voting Agreement or its the transactions contemplated by this Voting Agreement or the negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Voting Agreement.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality AgreementThis Agreement may only be enforced against, and all claims, obligations, liabilities, liabilities or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), ) may be made only against (and such representations and warranties are those solely of) ), the Persons entities that are expressly identified as parties in the preamble Parties to this Agreement (in the “Contracting Parties”)Preamble to this Agreement. No Person who is not a Contracting Partyother Person, including any currentformer, former current or future equityholder, incorporatordirect or indirect equity holder, controlling person, general or limited partnerdirector, officer, employee, incorporator, member, Affiliatepartner, manager, stockholder, affiliate, agent, attorney or representative of, or assignee or Representative of, and any financial advisor or lender (including any Debt Financing Sources) or other financing source (including any Equity Financing Sources) to, any Contracting Party, Party to this Agreement or any current, former direct or future equityholder, incorporatorindirect equity holder, controlling person, general or limited director, officer, employee, incorporator, member, partner, Affiliatemanager, stockholder, affiliate, agent, attorney or representative of, or assignee or Representative of, and any financial advisor or lender to, (including any Debt Financing Sources) or other financing source (including any Equity Financing Sources to any of the foregoing or any of their respective successors(each, predecessors or assigns (or any successors, predecessors or assigns of the foregoinga “Non-Recourse Party”) (collectively, the “Nonparty Affiliates”), shall have any Liability liabilities or obligations (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, of or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as expressly set forth in the other Transaction Documents breach. In no event shall any Party hereto or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes any of actiontheir respective Affiliates, and obligations arising undereach Party hereto agrees not to and to cause their Affiliates not to, out of, in connection with, or related in any manner seek to enforce this Agreement or based onagainst, in respect of, or by reason make any claims for breach of this Agreement or its negotiation, execution, performanceagainst, or seek to recover monetary damages from, any Non-Recourse Party. In no event shall the Company or any of its Affiliates, and the Company agrees not to and to cause its Affiliates not to, seek to enforce the any Commitment Letter against, make any claims for breach (other than as expressly set forth of the any Commitment Letter against, or seek to recover monetary damages from, or otherwise ▇▇▇, any Financing Source, or any Affiliate thereof; provided, that, the Acquirer Parties and their respective Affiliates shall have the right to enforce all of its respective rights under the Commitment Letters against the Financing Sources. This Section 10.11 shall not restrict actions by the Company against the Acquirer Parties to specifically enforce the obligations of the Acquirer Parties in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality this Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementincluding Section 7.11.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, All claims or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement Parties hereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any currentdirector, former or future equityholderofficer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, Affiliate, agent, attorney or assignee or Representative representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender Debt Financing Source Related Party to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisebased upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for any claims, causes of action, obligations, obligations or liabilities Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, claims and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law Law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach ; and (iib) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 6.13.

Non-Recourse. Except as Notwithstanding anything to the contrary in this Agreement, any other Loan Document or any other document, certificate or instrument executed, furnished or delivered by any Loan Party pursuant hereto or thereto, none of the Secured Parties shall have any claims with respect to the transactions contemplated by the Loan Documents against Parent, any Sponsor, any present or future holder (whether direct or indirect) of any Equity Interests of any Loan Party (other than the Loan Parties), or, in each case, any of their respective Affiliates (other than the Loan Parties) (except, in each case, in accordance with and to the extent expressly set forth in the other Transaction Loan Documents or the Confidentiality Agreement, all claims, obligations, liabilities, or causes to which such holder of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this AgreementEquity Interests is a party), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyshareholders, including any currentofficers, former or future equityholderdirectors, incorporatoremployees representatives, controlling personpersons, general executives or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) agents (collectively, the “Nonparty AffiliatesNon-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) being expressly waived hereby; provided that the foregoing provisions of this Section 9.24 shall have not (a) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of action, obligationsthe Secured Obligations, or liabilities arising underof any of the terms, out ofcovenants, in connection withconditions, or related in any manner to this Agreement or based on, in respect of, or by reason provisions of this Agreement or its negotiationany other Loan Document and the same shall continue (but without personal liability of the Non-Recourse Persons) until fully paid, executiondischarged, performanceobserved or performed, (b) constitute a waiver, release or breach discharge of any lien or security interest purported to be created pursuant to the Security Documents (other than as expressly set forth or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral in accordance with the other Transaction Documents or terms of the Confidentiality AgreementLoan Documents), and(c) limit or restrict the right of the Administrative Agent, the Collateral Agent or any other Secured Party (or any permitted assignee, beneficiary or successor to the maximum extent permitted by Law, each Contracting any of them) to name any Loan Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related any other Person as a defendant in any manner action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwiseand, in each case, arising under, out of, in connection withto the extent expressly set forth in) any Loan Document to which such Person is a party, or related in any manner to this Agreement for injunction or based on, in respect of, or by reason of this Agreement or its negotiation, execution, specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Person or breach and (iid) each Contracting Party disclaims release any reliance upon any Nonparty Affiliates with respect Non-Recourse Person from liability (to the performance extent it would otherwise be liable) for its own gross negligence, fraudulent actions or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction. The limitations on recourse set forth in this Agreement or any representation or warranty made in, Section 9.24 shall survive the Payment in connection with, or as an inducement to Full and the earlier termination of this Agreement.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality AgreementAncillary Agreements, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality AgreementAncillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality AgreementAncillary Agreements) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality AgreementAncillary Agreements, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as otherwise expressly set forth provided in the other Transaction Documents or the Confidentiality this Agreement, all claims(a) this Agreement may only be enforced against, obligations, liabilities, and any claims or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)the transactions contemplated hereby, may only be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties Parties herein in the preamble to this Agreement their capacities as such, (the “Contracting Parties”). No Person who is not a Contracting Partyb) no former, including any current, former current or future equityholderstockholders, incorporatorequity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any Party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, Affiliatemanager, agent or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, Affiliate of any of the foregoing or any of their respective successors(each, predecessors or assigns (or any successors, predecessors or assigns of the foregoinga “Non-Recourse Party”) (collectively, the “Nonparty Affiliates”), shall have any Liability liability for any obligations or liabilities of the Parties or for any claim (whether in contract or in tort, at law or in equity, granted by statute contract or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith; provided, however, that the foregoing shall not limit the obligations or liabilities of any Non-Recourse Party under any other agreement to which such Non-Recourse Party is party, (c) without limiting the rights of any Party against the other Parties, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against or make any claims for breach of this Agreement or its negotiationagainst any Non-Recourse Party. The covenants contained in this Section 6.13 are intended to be for the benefit of, executionand shall be enforceable by, performanceeach of the Non-Recourse Parties and their respective heirs and assigns and shall not be deemed exclusive of any other rights to which any such Person may be entitled, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, whether pursuant to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute Contract or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. (a) Except as expressly set forth in the other Transaction Documents case of claims against a Person in respect of such Person’s Intentional Fraud: (i) this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Confidentiality AgreementTransactions may only be brought against, all claimsthe Company, obligationsSPAC and Merger Sub as named Parties; and (ii) except to the extent a Party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party), liabilitiesno past, present or causes future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative of action the Company, SPAC or Merger Sub shall have any liability (whether in contract or in Contract, tort, at law or in equity, granted by statute equity or otherwise) that for any one (1) or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one (1) or more of the Company, SPAC or Merger Sub under this Agreement for any claim based on, arising out of, or related to this Agreement or the Transactions. (b) Notwithstanding the foregoing, a Related Party may have (and this Section 11.14 shall no way amend, alter, limit or otherwise effect) obligations under any documents, agreements, or instruments delivered contemporaneously herewith if such Related Party is party to such document, agreement or instrument. Except to the extent otherwise set forth herein, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made only brought against (and such representations and warranties are those solely of) the Persons entities that are expressly identified named as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, Parties and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates then only with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement specific obligations set forth herein with respect to this Agreementsuch Party.

Non-Recourse. Except as expressly to the extent otherwise set forth in the other Transaction Documents or the Confidentiality AgreementDocuments, all claims, obligations, liabilitiesLiabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, Affiliate, or assignee or Representative of, and any financial advisor advisor, Financing Source or lender to, to any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, Affiliate, or assignee or Representative of, and any financial advisor or lender to, of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality AgreementDocuments), and, to the maximum extent permitted by LawLaw (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty AffiliatesAffiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any other Contracting Party’s Nonparty AffiliateAffiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach ; and (iib) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Non-Recourse. Except as expressly set forth in the other Transaction Documents (a) This Agreement may only be enforced against, and any claim or the Confidentiality Agreement, all claims, obligations, liabilities, or causes cause of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble related to this Agreement or the Transactions may only be brought against, the Company or SPAC as named parties hereto; and (b) Except to the “Contracting Parties”extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto). No Person who is not a Contracting Party, including any current(i) no past, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general partner, shareholder, stockholder, Affiliate, agent, attorney, advisor or limited partnerother Representative of the Company (each, a “Company Non-Recourse Party”) or of SPAC (each, a “SPAC Non-Recourse Party”) and (ii) no past, present or future director, officer, employee, incorporator, member, Affiliatepartner, or assignee or Representative ofshareholder, and any financial stockholder, Affiliate (including Sponsor), agent, attorney, advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or other Representative of, and any financial advisor or lender to, of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in Contract, tort, at law or in equity, granted by statute equity or otherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or liabilities of any one or more of the Company or SPAC under this Agreement for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based on, the Transactions. (c) Nothing in respect of, or this Section limits claims by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in a party against the other Transaction Documents or the Confidentiality Agreement)party hereto (and only against such contracting party, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) not against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents Non-Recourse Party) for intentional misrepresentation or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates fraud with respect to the performance express representations and warranties set forth in Article III (in the case of this Agreement the Company) or any representation Article IV (in the case of SPAC). For the avoidance of doubt, claims of intentional misrepresentation or warranty made in, fraud (i) are limited to the express representations and warranties in connection with, or as an inducement to this Agreement, (ii) exclude extra-contractual statements, projections, forecasts, estimates or omissions, and (iii) cannot be asserted against any Non-Recourse Party.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality AgreementAll Actions, all claims, obligations, liabilities, liabilities or causes of action (whether in contract or in tort, at in law or in equity, equity or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, with or relate in any manner to this Agreement, or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made against only against (and such representations and warranties are those solely of) Parent, US NewCo, Merger Sub Ltd., Bermuda NewCo, Merger Sub LLC, the Persons that are expressly identified as parties in Company and the preamble to this Agreement Company Equityholders (the “Contracting Parties”). No Other than in the case of Fraud, no Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, consultant, incorporator, controlling personmember, general or limited partner, membermanager, shareholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholderdirector, officer, employee, consultant, incorporator, controlling personmember, general or limited partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty AffiliatesNonparties”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, action or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement)breach, and, to the maximum extent permitted by Lawapplicable Laws, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, action and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty AffiliatesNonparties. Without limiting the foregoing, to the maximum extent permitted by Lawapplicable Laws, except to the extent otherwise expressly set forth other than in the other Transaction Documents or the Confidentiality Agreementcase of Fraud, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, demands or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty AffiliateNonparty, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, undercapitalization or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as expressly set forth Subject in all respects to the other Transaction Documents last sentence of this Clause 12.15, this Agreement may only be enforced against, and any claim or the Confidentiality Agreement, all claims, obligations, liabilities, or causes cause of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to this Agreement, Agreement or the negotiationtransactions contemplated hereby may only be brought against, execution, or performance the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of this Agreement (including any representation or warranty made in, the specific obligations undertaken by such Party in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general partner, shareholder, Affiliate, agent, attorney, advisor or limited partnerrepresentative or Affiliate of any Party and (b) no past, present or future director, officer, employee, incorporator, member, Affiliatepartner, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partnershareholder, Affiliate, or assignee or Representative ofagent, and any financial attorney, advisor or lender to, representative or Affiliate of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in contract, tort, at law or in equity, granted by statute equity or otherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or liabilities of any one or more of the Company, Pegasus, TopCo or Merger Sub under this Agreement of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliatestransactions contemplated hereby. Without limiting Notwithstanding the foregoing, nothing in this Clause 12.15 shall limit, amend or waive any rights or obligations of any party to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other any Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Document with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementother parties thereto.

Non-Recourse. Except as expressly set forth in the other Transaction Documents All Liabilities or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action Actions (whether in contract Contract or in tort, at law in Law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofexpressly limited to) the Persons entities that are expressly identified as parties Parties hereto in the preamble to this Agreement or, if applicable, their successors and assigns (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, Affiliate, or assignee or Representative ofagent, and any consultant, attorney, accountants, financial advisor or lender to, other representative of any Contracting Party, or any currentdirector, former or future equityholderofficer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, Affiliate, or assignee or Representative ofagent, and any consultant, attorney, accountants, financial advisor or lender to, other representative of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract Contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities other Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its their negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, obligations and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) Liabilities against any such Nonparty Affiliates. Without limiting It is expressly agreed that the foregoing, Nonparty Affiliates to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise whom this Section 10.14 applies shall be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason third-party beneficiaries of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementSection 10.14.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all All claims, obligations, liabilities, liabilities or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), ) or the Contemplated Transactions may be made only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties in the preamble to this Agreement (in the “Contracting Parties”)Preamble to this Agreement. No Person who is not a Contracting Partyother Person, including any currentFinancing Source, former any of their representatives or future equityholderaffiliates, director, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, Affiliatestockholder, affiliate, agent, attorney or representative of, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, party to this Agreement or any currentdirector, former or future equityholderofficer, employee, incorporator, controlling personmember, general or limited partner, Affiliatemanager, stockholder, affiliate, agent, attorney or representative of, or assignee or Representative of, and any financial advisor or lender to, to any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liabilities (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, of or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as expressly set forth breach. Notwithstanding anything herein or in the other Transaction Documents or the Confidentiality Agreement), and, any related agreement to the maximum extent permitted by Lawcontrary, each Contracting Party hereby waives none of the Seller, the Seller Parent, the Seller’s and releases all such Liabilitiesthe Seller Parent’s representatives and any of their respective representatives or Affiliates (each, claimsa “Seller Group Member”) shall have any rights or claims against (i) any Financing Source or (ii) any of the respective former, causes current or future affiliates or representatives of actionthe Financing Sources in connection with the Debt Financing, and obligations arising under, out ofno Financing Source shall have any rights or claims against any Seller Group Member, in connection with, or related in any manner to with this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be availableDebt Financing, whether in contract or in tort, at law or in equity, granted by statute in contract, in tort or otherwise; provided that, to avoid or disregard following the entity form Closing Date, the foregoing shall not limit the rights of a Contracting Party or otherwise impose liability of a Contracting Party on the Financing Sources under any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementDebt Financing Commitments.

Non-Recourse. Except as expressly set forth in the other Transaction Documents Each Party agrees, on behalf of itself and its affiliates, that any suit, claim, action or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action proceeding (whether in contract Contract or in tort, at law in Law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (i) this Agreement, Agreement or any other transactions contemplated hereunder; (ii) the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)Agreement); (iii) any breach or violation of this Agreement; and (iv) any failure of the Mergers or any other transactions contemplated hereunder to be consummated, in each case, may be made only against (and such representations and warranties are those solely of) the Persons that are are, in the case of this Agreement, expressly identified as parties in the preamble to this Agreement, subject to the terms and conditions of this Agreement. Notwithstanding anything in this Agreement (to the “Contracting Parties”). No Person who is not a Contracting Partycontrary, each Party agrees, on behalf of itself and its affiliates, that no recourse under this Agreement or in connection with the Mergers or any other transactions contemplated hereunder will be sought or had against any other Person, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative ofof its affiliates, and any financial advisor or lender tono other Person, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, including any of the foregoing or any of their respective successorsits affiliates, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall will have any Liability liabilities or obligations (whether in contract Contract or in tort, at law in Law or in equityequity or otherwise, or granted by statute or otherwise) , whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), for any claimssuit, causes of claim, action, obligationsproceeding, obligation or liabilities liability arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth the items in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, immediately preceding clauses (i) each Contracting Party hereby waives and releases any and all rightsthrough (iv). For the avoidance of doubt, claims, demands, or causes of action that may otherwise there shall be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose no liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out under this Agreement of, in connection with, or related in nor any manner to recourse under this Agreement to any trustee, manager, director, officer, unitholder, equityholder, employee or based on, in respect of, or by reason agent of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementParties.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement, the Purchaser’s liability for any liability, loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under or in connection with any breach of this Agreement or any other Transaction Agreement (whether willfully, intentionally, unintentionally or otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to the Purchase Price and the Purchaser shall have no further liability or obligation relating to or arising out of this Agreement, any other Transaction Agreement or the Transactions in excess of such amount. For the avoidance of doubt, the foregoing shall not limit the Company’s rights under Section 6.10. (b) This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against the entities that are expressly named as parties hereto and their respective successors and assigns (including any Person that executes and delivers a Joinder). Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreementimmediately preceding sentence, all claimsno past, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partnerpartners, memberstockholder, Affiliate, or assignee or Representative ofagent, and any financial attorney, advisor or lender to, representative of any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) party hereto (collectively, the “Nonparty AffiliatesSpecified Persons”), ) shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) liability for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, or related in of any manner to party hereto under this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiationof, execution, performance, or breach the transactions contemplated hereby (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Guarantor with respect to the performance of this Agreement or any representation or warranty made in, obligations set forth in connection with, or as an inducement to this AgreementSection 4.24).

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, All claims or causes of action (whether in contract or in tort, at in law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or the other Transaction Documents, or the negotiation, execution, execution or performance of this Agreement or the other Transaction Documents (including any representation or warranty made in, in or in connection with, with this Agreement or the other Transaction Documents or as an inducement to, to enter into this AgreementAgreement or the other Transaction Documents), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)hereto and thereto. No Absent fraud or willful misconduct, no Person who is not a Contracting Partynamed party to this Agreement or the other Transaction Documents, including any currentpast, former present or future equityholderdirector, officer, employee, incorporator, member, partner, stockholder, equityholder, controlling person, general or limited partner, member, Affiliate, agent, attorney or assignee representative of any named party to this Agreement or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns other Transaction Documents (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), ) shall have any Liability liability (whether in contract or in tort, at in law or in equity, granted by statute or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates, including by or through theories of equity, agency, control, instrumentality, single business enterprise, piercing the veil or undercapitalization) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or the other Transaction Documents (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents (as the case may be) or the Confidentiality Agreement), and, to the maximum extent permitted by Law, negotiation or execution hereof or thereof; and each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as expressly parties hereto (and the relevant parties under the Confidentiality Agreement) and then only with respect to the specific obligations set forth in herein with respect to such party. Without limiting the other Transaction Documents or obligations of the Buyer pursuant to the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner except to this Agreement, or the negotiation, execution, or performance of extent a named party to this Agreement (including any representation or warranty made in, and then only to the extent of the specific obligations undertaken by such named party in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofi) the Persons that are expressly identified as parties in the preamble no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (the “Contracting Parties”). No Person who is not a Contracting Partyii) no past, including any current, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, memberstockholder, Affiliate, or assignee or Representative ofagent, and any financial attorney, advisor or lender to, any Contracting Party, representative or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, Affiliate of any of the foregoing or any of their respective successorsforegoing, predecessors or assigns (or any successors, predecessors or assigns in each case of the foregoingPersons described in the foregoing clauses (i) and (collectively, the “Nonparty Affiliates”ii), shall have any Liability liability (whether in contract or in contract, tort, at law or in equity, granted by statute equity or otherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or liabilities of any one or more of the Seller, the Acquired Companies or the Buyer under this Agreement (whether for indemnification or otherwise) of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementtransactions contemplated hereby.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality AgreementEach Party agrees, on behalf of itself and its Related Parties, that all claims, obligations, liabilities, or causes of action Legal Proceedings (whether in contract or in tort, at in law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement, any of the Transaction Documents or the Merger (including the Equity Financing); (b) the negotiation, execution, execution or performance of this Agreement or any of the Transaction Documents; (including c) any representation breach or warranty made inviolation of this Agreement or any of the Transaction Documents; or (d) any failure of the Merger to be consummated, in connection with, or as an inducement to, this Agreement)each case, may be made only (i) against (and such representations and warranties are those solely of) the Persons that are are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the preamble case of the Transaction Documents, Persons expressly identified as parties to such Transaction Documents; and (ii) in accordance with, and subject to the terms and conditions of, this Agreement or such Transaction Documents, as applicable. Notwithstanding anything in this Agreement or any of the Transaction Documents to the contrary, each Party agrees, on behalf of itself and its Related Parties, that no recourse under this Agreement or any of the Transaction Documents or in connection with the Merger will be sought or had against any Person not expressly identified as a party to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyor such Transaction Document, as applicable, and no other Person, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Related Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall will have any Liability liabilities or obligations (whether in contract or in tort, at in law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, the items in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach clauses (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreementa) through (d), andit being acknowledged and agreed that no personal liability or losses whatsoever will attach to, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, be imposed on or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be availableincurred by any of the aforementioned, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each caseas such, arising under, out of, in connection with, with or related in any manner to this Agreement or based onthe items in clauses (a) through (d), in respect each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert: (A) against any Person that is party to, and solely pursuant to the terms and conditions of, or by reason of this Agreement or its negotiationthe Confidentiality Agreement; (B) against the Guarantors under, executionif, performance, or breach as and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect when required pursuant to the terms and conditions of the Guarantee; (C) against the parties to the Equity Commitment Letter for specific performance of this Agreement or any representation or warranty made in, the obligation to fund the Equity Financing in connection accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter; or as an inducement (D) against the Company, Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement.

Non-Recourse. Except as expressly set forth in the other Transaction Documents Without limiting any claim or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action (whether in contract recourse under or in tort, at law connection with the Debt Commitment Letter or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in against any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified named as parties in the preamble hereto, (a) any claim or cause of action based upon, arising out of, or related to this Agreement or the Transaction (including the “Contracting Parties”). No Person who is not a Contracting PartyDebt Financing) may only be brought against Persons that are expressly named as parties hereto, including any currentand then only with respect to the specific obligations set forth herein, former (b) no former, current or future equityholder, incorporatordirect or indirect equity holders, controlling personPersons, stockholders, directors, officers, employees, agents, affiliates, members, managers, general or limited partner, member, Affiliate, partners or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any assignees of the foregoing Company, Parent or the Purchaser or any of their respective successorsaffiliates nor any Financing Source or former, predecessors current or assigns (future direct or indirect equity holders, controlling Persons, stockholders, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of any Financing Source or any successors, predecessors or assigns of the foregoing) their respective affiliates (collectively, the “Nonparty AffiliatesNon-Party Persons”), ) shall have any Liability (whether in contract liability or in tort, at law or in equity, granted by statute or otherwise) obligation for any claimsof the representations, causes of actionwarranties, obligationscovenants, agreements, obligations or liabilities arising underof the Company, out of, in connection with, Parent or related in any manner to the Purchaser under this Agreement or of or for any action, suit, arbitration, claim, litigation, investigation, or proceeding based on, in respect of, or by reason of this Agreement of, the transactions contemplated hereby (including the breach, termination or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreementfailure to consummate such transactions), andin each case whether based on Contract, to tort, strict liability, other Laws or otherwise and whether by piercing the maximum extent permitted corporate veil, by Lawa claim by or on behalf of a party hereto or another Person or otherwise, and (c) each Contracting Party hereby party hereto waives and releases all such Liabilities, claims, causes of action, liabilities and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty AffiliatesNon-Party Persons. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.Signature page follows)

Non-Recourse. Except as expressly set forth in the other Transaction Documents this Agreement or the Confidentiality Agreementany documents contemplated hereby, all claims, obligations, liabilities, Liabilities or causes of action Proceedings (whether in contract or in tort, at law in Law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)and the transactions contemplated hereby, may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement or the documents contemplated hereby (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, equityholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, equityholder, Affiliate, or agent, attorney, representative assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall will have any Liability (whether in contract or in tort, at law in Law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, Proceedings or liabilities Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as expressly set forth in of this Agreement and the other Transaction Documents or the Confidentiality Agreement)transactions contemplated hereby, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, Proceedings and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as expressly set forth Subject in all respects to the other Transaction Documents last sentence of this Section 12.14, this Agreement may only be enforced against, and any claim or the Confidentiality Agreement, all claims, obligations, liabilities, or causes cause of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to this Agreement, Agreement or the negotiationTransactions may only be brought against, execution, or performance the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of this Agreement (including any representation or warranty made in, the specific obligations undertaken by such Party in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general partner, stockholder, Affiliate, agent, attorney, advisor or limited partnerRepresentative or Affiliate of any Party and (b) no past, present or future director, officer, employee, incorporator, member, Affiliatepartner, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partnerstockholder, Affiliate, or assignee agent, attorney, advisor or Representative of, and any financial advisor or lender to, Affiliate of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in contract, tort, at law or in equity, granted by statute equity or otherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or liabilities of any one or more of the Company, Acquiror, First Merger Sub or Second Merger Sub under this Agreement of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based onthe Transactions, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, and each Contracting Party hereby waives and releases all such Liabilities, claims, causes of actionactions and liabilities against any such non-recourse Person related thereto. Notwithstanding the foregoing, and nothing in this Section 12.14 shall limit, amend or waive any rights or obligations arising under, out of, in connection with, or related in of any manner party to this any other Transaction Agreement or for any claim based on, in respect of, of or by reason of this Agreement such rights or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementobligations.

Non-Recourse. Except as expressly set forth Subject in all respects to the other Transaction Documents last sentence, this Agreement may only be enforced against, and any claim or the Confidentiality Agreement, all claims, obligations, liabilities, or causes cause of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to this Agreement, Agreement or the negotiationTransactions may only be brought against, execution, or performance the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of this Agreement (including any representation or warranty made in, the specific obligations undertaken by such Party in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general partner, stockholder, Affiliate, agent, attorney, advisor or limited partnerRepresentative or Affiliate of any Party and (b) no past, present or future director, officer, employee, incorporator, member, Affiliatepartner, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partnerstockholder, Affiliate, or assignee agent, attorney, advisor or Representative of, and any financial advisor or lender to, Affiliate of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in contract, tort, at law or in equity, granted by statute equity or otherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or liabilities of any one or more of the Company, Merger Sub or Quantum under this Agreement or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based onthe Transactions, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, and each Contracting Party hereby waives and releases all such Liabilities, claims, causes of actionactions and liabilities related thereto. Notwithstanding the foregoing, and nothing in this Section 13.14 shall limit, amend or waive any rights or obligations arising under, out of, in connection with, or related in of any manner party to this Agreement or any Transaction Document for any claim based on, in respect of, of or by reason of this Agreement such rights or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementobligations.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, All claims or causes of action (whether in contract or in tort, at law Law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement hereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any currentdirector, former or future equityholderofficer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, Affiliate, agent, attorney or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, at law Law or in equity, or granted by statute or otherwisebased upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for any claims, causes of action, obligations, obligations or liabilities Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, claims and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law Law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach ; and (iib) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 42.

Non-Recourse. Except as expressly set forth in This Agreement and the other Transaction Documents may only be enforced against, and any claim or the Confidentiality Agreement, all claims, obligations, liabilities, or causes cause of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, arising out of or by reason of, be connected with, or relate in any manner related to this AgreementAgreement or any Transaction Document, or the negotiation, execution, execution or performance of this Agreement or any Transaction Document, or the Transactions (including any representation or warranty made in, in connection with, or as an inducement toto this Agreement or any Transaction Document) may only be brought against, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified named as parties in Parties (or their successors or permitted assigns) and then only with respect to the preamble specific obligations set forth herein with respect to such named Party. Except to the extent a named party to this Agreement (and then only to the “Contracting Parties”extent of the specific obligations undertaken by such named party in this Agreement or any Transaction Documents and not otherwise). No Person who is not a Contracting Party, including any currentno past, former present or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and of any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, Affiliate of any of the foregoing (excluding Purchaser and Seller or any of their respective successors, predecessors successors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”permitted assigns), shall have any Liability (whether in contract or in contract, tort, at law or in equity, granted by statute equity or otherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or Liabilities of actionany Party under this Agreement or the Transaction Documents (whether for indemnification or otherwise) or of or for any claim based on, obligations, or liabilities arising under, out of, in connection with, of or related in any manner to this Agreement or based on, in respect ofthe Transaction Documents, or by reason of this Agreement or its the negotiation, execution, performance, execution or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or the Transaction Documents, or the Transactions (including any representation or warranty made in, in connection with, or as an inducement to this AgreementAgreement or any Transaction Documents). Notwithstanding the foregoing, nothing contained in this Section 9.13 shall limit or restrict any claim or remedy based on or arising out of Fraud.

Non-Recourse. Except as expressly set forth in the other Transaction Documents This Agreement may only be enforced against, and any claim, obligation, liability or the Confidentiality Agreement, all claims, obligations, liabilities, or causes cause of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise arising under, out or by reason of, be connected with, or relate related in any manner to this Agreement, Agreement or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), transactions contemplated hereby may only be made only brought against (and such representations and warranties are those solely of) the Persons entities that are expressly identified named as parties hereto in the preamble to this Agreement, and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the “Contracting Parties”extent of the specific obligations undertaken by such named party in this Agreement). No Person who is not a Contracting Party, including any current(a) no past, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, memberstockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or assignee or Representative ofcommonly advised) fund, and any financial agent, lender, attorney, advisor or lender to, any Contracting Partyrepresentative, or any currentof their respective assignees or successors, former of any named party to this Agreement and (b) no past, present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or assignee or Representative ofcommonly advised) fund, and any financial agent, attorney, lender, advisor or lender torepresentative, any of the foregoing or any of their respective assignees or successors, predecessors or assigns (or of any successors, predecessors or assigns of the foregoing) foregoing (collectively, the “Nonparty AffiliatesNon-Recourse Parties”), ) shall have any Liability liability (whether in contract or in contract, tort, at law or in law, equity, granted by statute or otherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or liabilities of any one or more of the Company, SPAC, Pubco or Merger Sub under this Agreement of or for any claim or cause of action based on, in respect of, arising under, out or by reason of, in connection be connected with, or related in any manner to this Agreement or based onAgreement, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents any Ancillary Agreements or the Confidentiality Agreement), and, to transactions contemplated hereby or thereby. To the maximum extent permitted by applicable Law, each Contracting Party of the entities expressly named as parties hereto, on behalf of itself and its controlled Affiliates, hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty AffiliatesNon-Recourse Party. Without limiting the foregoing, Notwithstanding anything to the maximum extent permitted by Lawcontrary contained herein, except nothing in this Section 11.14 shall limit any of the rights of the parties to the Ancillary Agreements to enforce, or to bring any claim or cause of action based upon, arising out of or related to, any Ancillary Agreement against Non-Recourse Party to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting such Non-Recourse Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, is a party to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this such Ancillary Agreement.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all All claims, obligations, liabilities, liabilities or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)) and the transactions contemplated hereby, may be made made, subject to Section 10.01, only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties “Parties” in the preamble to this Agreement or who are party to the other Transaction Documents (the “Contracting Parties”), except in the case of Fraud. No Person who is not a Contracting Party, including any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, equityholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender (including any debt financing source) to, any Contracting Party, or any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, equityholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party transactions contemplated hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth of this Agreement and the transactions contemplated hereby, except in the other Transaction Documents or case of Fraud, and, to the Confidentiality Agreement) maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Nonparty Affiliates are express third party beneficiaries of this Section 12.17.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or Equity Commitment Letter and the Confidentiality AgreementLimited Guarantee, and in those instances, only to those entities explicitly set forth in the Equity Commitment Letter and the Limited Guarantee, as the case may be, (a) all claims, obligations, liabilities, claims or causes of action (whether in contract or in tort, at in law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties in hereto and only with respect to the preamble specific obligations undertaken by such parties as set forth herein with respect to such parties and no other person shall have any liability for any obligations or liabilities based upon, arising out of, or related to this Agreement or the transactions contemplated hereby and (the “Contracting Parties”). No b) no Person who is not a Contracting Partynamed party to this Agreement, including without limitation any currentpresent or past director, former officer, employee, incorporator, member, partner, direct or future equityholderindirect equityholder (including any members, partners or stockholders), manager, employee, incorporator, controlling person, management company, general or limited partner, memberaffiliate, Affiliatetrustees, or assignee or Representative ofagent, attorney, advisor, permitted assign and predecessor of any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns named party to this Agreement (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, granted by statute or otherwisebased upon any theory that seeks to impose Damages of an entity party against its owners or affiliates) for any claims, causes of action, obligations, or liabilities Damages arising under, out of, in connection with, with or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, non-performance, interpretation, termination, enforcement, construction or breach execution or any of the transactions contemplated hereby (other than as expressly set forth any liability of any Lender Related Party to Purchaser or any of their affiliates pursuant to or in the other Transaction Documents connection with any agreement by or the Confidentiality Agreement), and, to the maximum extent permitted by Law, between them) and each Contracting Party hereby waives party hereto waive and releases all such LiabilitiesDamages, claims, causes of action, claims and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, Non-Party Affiliates (except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and that none of Purchaser releases any and all rightsLender Related Party for any Damages, claims, demands, claims or causes of action that may otherwise be available, whether in contract obligations arising pursuant to or in tort, at law connection with any agreement by or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementbetween them).

Non-Recourse. Except as expressly to the extent otherwise set forth in the other Transaction Documents or the Confidentiality AgreementAgreements, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor advisor, Debt Financing Source or lender to, any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor advisor, Debt Financing Source or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality AgreementAgreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality AgreementAgreements, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach ; and (iib) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all All claims, obligations, liabilities, liabilities or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)) and the transactions contemplated hereby, may be made made, subject to Article 7, only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties Parties in the preamble to this Agreement Agreement, including without limitation Vision (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, equityholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, equityholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, obligations, liabilities or causes of action, obligations, or liabilities action arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in of this Agreement and the other Transaction Documents or the Confidentiality Agreement)transactions contemplated hereby, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of actionobligations, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, liabilities or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting against any such Non-Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementAffiliates.

Non-Recourse. Except as expressly set forth in the other Each Transaction Documents or the Confidentiality AgreementDocument shall be enforceable only against, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be and any Proceedings based upon, in respect of, arise arising under, out of or by reason of, be connected with, in connection with or relate related in any manner to this Agreementa Transaction Document, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may transactions contemplated by the Transaction Documents shall be made brought only against (the parties signatory thereto, and such representations and warranties are those solely of) then only with respect to the Persons specific obligations set forth therein that are expressly identified as parties in the preamble applicable to this Agreement (the “Contracting Parties”)such party. No Person who that is not a Contracting Partyparty to the applicable Transaction Document, including any currentpast, former present or future equityholder, incorporator, controlling person, general Representative or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, Affiliate of such party or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, Affiliate of any of the foregoing or any of their respective successors(each, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the a “Nonparty AffiliatesAffiliate”), shall have any Liability (whether in contract or in contract, tort, strict liability, at law or Law, in equity, granted by statute equity or otherwise) for any claims, causes of action, obligations, Liabilities or liabilities other obligations arising under, out of, of or in connection with, with or related in any manner to this Agreement such Transaction Document or the transactions contemplated by the Transaction Documents, or based onupon, in respect of, of or by reason of this Agreement such Transaction Document or its the negotiation, execution, performance, performance or breach (other than as expressly set forth in of any of the other Transaction Documents or Documents. To the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby (a) waives and releases all such Liabilities, claims, causes of action, Liabilities and other obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ib) each Contracting Party hereby waives and releases any and all claims, causes of action, rights, claimsremedies, demands, demands or causes of action Proceedings that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, available to avoid or disregard the entity form of a Contracting Party or otherwise impose liability the Liability of a Contracting Party party on any Nonparty Affiliate, whether granted by statute Law or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, undercapitalization or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach otherwise and (iic) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or and any representation or warranty made in, in connection with, with or as an inducement hereto. Nothing in this Section 12.12 limits the obligations of the Buyer Fund under the Equity Commitment Letters or the Guaranty or limits the rights of Seller to this Agreementbring a claim thereunder in accordance with the terms and conditions thereof.

Non-Recourse. Except as to the extent otherwise expressly set forth in the other Transaction Documents or Confidentiality Agreement (and, in each case, subject to the Confidentiality Agreementrespective terms, conditions and limitations therein and with respect to only the Persons that are expressly named as parties thereto), all claims, actions, obligations, liabilitiesLiabilities, Litigation or causes of action (in each case whether in contract based on contract, tort or in tortstrict liability, at law by the enforcement of any assessment, by any Litigation, by virtue of any Law and whether by or in equitythrough any attempted piercing of the corporate veil, granted by statute or through a claim by or on behalf of a party hereto or another Person or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, in connection with or relate related in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, with or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”and their successors and permitted assigns). No Person who is not a Contracting Partyparty hereto, including any currentpast, former present or future equityholder, incorporator, controlling person, general or limited partner, member, partner, stockholder, equityholder, Affiliate, manager, officer, director, employee, accountant, counsel, consultant, advisor, representative, agent or assignee or Representative of, and any financial advisor or lender Financing Source to, any Contracting Partyparty hereto, or any currentpast, former present or future equityholder, incorporator, controlling personmember, general or limited partner, stockholder, equityholder, Affiliate, manager, officer, director, employee, accountant, counsel, consultant, advisor, representative, agent or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (in each case whether in contract based on contract, tort or in tortstrict liability, at law by the enforcement of any assessment, by any Litigation, by virtue of any Law and whether by or in equitythrough any attempted piercing of the corporate veil, granted by statute or through a claim by or on behalf of a party hereto or another Person or otherwise) for any claims, causes of actionactions, obligations, Liabilities, Litigation or liabilities causes of action arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, of or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement)breach, and, to the maximum extent permitted by Law, each Contracting Party party hereto hereby waives and releases all such claims, actions, obligations, Liabilities, claims, Litigation and causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) action against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or Confidentiality Agreement (and subject to the Confidentiality Agreementrespective terms, (i) conditions and limitations therein and with respect to only the Persons expressly named as parties thereto and their successors and permitted assigns), each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party party hereto disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, with or as an inducement to this Agreement.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, Any claims or causes of action (whether in contract or in tort, at in law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, performance or performance breach (whether willful, intentional or otherwise) of this Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)a Party. No Person who is not a Contracting Partynamed Party to this Agreement, including without limitation any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, memberequityholder, Affiliate, agent, attorney or assignee or Representative of, and representative of any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns named Party to this Agreement (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, granted by statute or otherwisebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or liabilities based upon, arising under, out of, in connection with, with or related in any manner to this Agreement or for any claim based on, in respect of, arising out of, related to or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as expressly set forth in the other Transaction Documents whether willful, intentional or the Confidentiality Agreementotherwise), and, to the maximum extent permitted by Law, ; and each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise Non-Party Affiliate and expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party disclaims reliance on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made (or alleged to have been made) in, in connection with, or as an inducement to this Agreement.. Non-Party Affiliates are expressly intended as third party beneficiaries of this Section ‎8.11. Notwithstanding the foregoing, this Section ‎8.11 shall in no way limit the liabilities of Company Equityholders expressly set forth in the Company Voting and Support Agreements or Stock Letter of Transmittal. 95

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality AgreementThis Agreement may only be enforced against, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) and any Action that may be based upon, in respect of, arise under, out of or by reason of, be connected with, with or relate in any manner to this Agreement, or the negotiation, execution, performance or performance breach (whether willful, intentional, unintentional or otherwise and whether sounding in contract, tort or otherwise), of this Agreement (including Agreement, including, without limitation, any representation or warranty made or alleged to have been made in, in connection with, with or as an inducement to, this Agreement)Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made only or asserted against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties the Parties hereto in the preamble to and signature pages of this Agreement (the “Contracting Parties”)and solely in their capacities as such. No Person who is not a Contracting PartyParty hereto (including, including without limitation, (a) any currentformer, former current or future equityholderdirect or indirect equity holder, controlling Person, management company, incorporator, controlling personmember, general or limited partner, membermanager, director, officer, employee, agent, Affiliate, attorney or assignee or Representative representative of, and any financial advisor or lender toto (all above-described Persons in this subclause (a), any Contracting Partycollectively, “Affiliated Persons”) a party hereto or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative ofAffiliate of such party, and (b) any financial advisor or lender to, any Affiliated Persons of such Affiliated Persons but specifically excluding the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall parties hereto will have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, liability whatsoever in respect of, based upon or by reason arising out of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty AffiliatesRecourse Theory. Without limiting the foregoing, to rights of any Party hereto against the maximum extent permitted by Law, except to the extent otherwise expressly other Parties hereto as set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwiseherein, in each caseno event will any Party hereto, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation Person claiming by, through or warranty made in, in connection with, or as an inducement to this Agreementon behalf of any of them institute any Action under any Recourse Theory against any non-Party.

Non-Recourse. Except as expressly set forth Subject in all respects to the other Transaction Documents last sentence of this Section 13.14, this Agreement may only be enforced against, and any claim or the Confidentiality Agreement, all claims, obligations, liabilities, or causes cause of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related Table of Contents to this Agreement, Agreement or the negotiationtransactions contemplated hereby may only be brought against, execution, or performance the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party hereto (and then only to the extent of this Agreement (including any representation or warranty made in, the specific obligations undertaken by such Party in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general partner, stockholder, Affiliate, agent, attorney, advisor or limited partnerrepresentative or Affiliate of any Party and (b) no past, present or future director, officer, employee, incorporator, member, Affiliatepartner, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partnerstockholder, Affiliate, or assignee or Representative ofagent, and any financial attorney, advisor or lender to, representative or Affiliate of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in contract, tort, at law or in equity, granted by statute equity or otherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or liabilities of any one or more of Fathom, the Fathom Blockers or the Altimar Parties under this Agreement of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliatestransactions contemplated hereby. Without limiting Notwithstanding the foregoing, nothing in this Section 13.14 shall limit, amend or waive any rights of any party to any Transaction Agreement under such Transaction Agreement; provided such rights can only be enforced against the actual parties to the maximum extent permitted by Law, except to applicable Transaction Agreements in accordance with the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementterms thereof.

Non-Recourse. Except as expressly set forth in the (a) Any claim or other Transaction Documents Legal Proceeding arising under this Agreement or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action (whether in contract Ancillary Agreements or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or connection with the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), Contemplated Transactions may be made against only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties hereto in the preamble Preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, memberstockholder, Affiliate, lender, creditor, agent, attorney or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any representative of the foregoing Company or any of their respective successorsits Affiliates (each, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the a “Nonparty AffiliatesAffiliate”), shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) liability for any claims, causes of action, obligations, claim or liabilities other Legal Proceedings arising under, out of, in connection with, or related in any manner to under this Agreement or based on, Ancillary Agreements or in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in connection with the other Transaction Documents or the Confidentiality Agreement), and, to Contemplated Transactions. To the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, action and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, . (b) Notwithstanding anything to the maximum extent permitted by Lawcontrary in Section 10.14(a), except nothing in this Section 10.14(a) shall be deemed to the extent otherwise expressly set forth in the other Transaction Documents limit any liabilities or the Confidentiality Agreementobligations of, or claims against, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, party to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Ancillary Agreement or based onserve as a waiver of any right on the part of any party to such Ancillary Agreement to make any claim or take any action permitted by, pursuant to, and in respect of, or by reason accordance with the specific terms of this such Ancillary Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with Person in respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementFraud.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality AgreementEach Party agrees, on behalf of itself and its Affiliates and its and their respective Representatives, that all proceedings, claims, obligations, liabilities, liabilities or causes of action (whether in contract or in tort, at law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (i) this AgreementAgreement or the Transactions, or (ii) the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (iii) any breach or violation of this Agreement and (iv) any failure of the Transactions to be consummated, in each case, may be made only against (and such representations and warranties are those solely of) the Persons that that, with respect to this Agreement, are expressly identified herein as parties in the preamble Parties to this Agreement (and, with respect to any other agreement delivered or executed in connection herewith, that are parties to such agreement, in each case in accordance with, and subject to the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative terms and conditions of, the applicable agreement. In furtherance and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns not in limitation of the foregoing, and notwithstanding anything contained in this Agreement to the contrary, each Party covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and its and their respective Representatives, that no recourse under this Agreement or in connection with any Transactions shall be sought or had against any other Person (each, a “Non-recourse Party”) (collectively, the “Nonparty Affiliates”), and no Non-recourse Party shall have any Liability liabilities or obligations (whether in contract or in tort, at law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth the items in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, immediately preceding clauses (i) each Contracting Party hereby waives through (iv), it being expressly agreed and releases any and all rightsacknowledged that no personal liability or losses whatsoever shall attach to, claims, demands, be imposed on or causes of action that may otherwise be availableincurred by any of the aforementioned, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each caseas such, arising under, out of, in connection with, with or related to the items in any manner to this Agreement or based onthe immediately preceding clauses (i) through (iv), in respect ofeach case, or by reason of this Agreement or its negotiationexcept for claims that Merger Sub, executionParent, performanceQHP Capital, or breach and L.P. (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates solely with respect to the performance of this Non-Disclosure Agreement) or the Company, as applicable, may assert (A) against another Person that is a party to, and solely pursuant to the terms and conditions of, the Non-Disclosure Agreement or any representation Support Agreement and (B) against Merger Sub, Parent or warranty made in, the Company in connection accordance with, or as an inducement and pursuant to the terms and conditions of, this Agreement. The Parties acknowledge and agree that the Non-recourse Parties are intended third-party beneficiaries of this Section 10.15.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all All claims, obligations, liabilities, or liabilities and causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise arising under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, relating in any manner to this Agreement), Agreement may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee or Representative of, and or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee or Representative of, and or any financial advisor or lender to, or successor to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of actionliability, obligations, claims or liabilities causes of action based upon, in respect of, arising under, out by reason of, in connection with, or related relating in any manner to this Agreement Agreement, whether by or based onthrough attempted piercing of the corporate veil, in respect of, by or through a claim by reason or on behalf of this Agreement any party hereto or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement)otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, action and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, demands or causes of action that may otherwise be available, whether in contract or in tort, available at law Law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach otherwise and (iib) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Employment Agreement, the Prior Agreement (as defined in the Employment Agreement and as specifically amended or superseded by the Employment Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among the Investor, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto (but not, for the avoidance of doubt, any Non-Party Affiliate), and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all All claims, obligations, liabilities, or causes of action (whether in contract or in tortat Law, at law or in equity, granted by statute in contract, in tort or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement Parties (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor advisor, financing source or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor advisor, financing source or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in Law or in equity, whether in contract or in tort, at law or in equity, granted by statute tort or otherwise) for any claims, causes of action, obligations, or liabilities Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement)breach, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations action or Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tortat Law, at law or in equity, granted by statute in contract, in tort or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, undercapitalization or otherwise, in each case, case arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, of or by reason of this Agreement or its negotiation, execution, performance, performance or breach breach; and (iib) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, with or as an inducement to this Agreement. Notwithstanding anything in the Agreement to the contrary, this Section 9.15 shall not apply to Section 8.4, which shall be enforceable by the Holders’ Representative in its entirety against the Holders.

Non-Recourse. Except as expressly set forth in Notwithstanding anything to the other Transaction Documents or the Confidentiality Agreementcontrary contained herein, (a) all claims, counter-claims, obligations, liabilities, liabilities or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) Acuitas, Crede or XLLC, as the Persons that are expressly identified case may be, (b) no Person other than Acuitas (including without limitation any Non-Recourse Party of Acuitas), Crede (including without limitation any Non-Recourse Party of Crede) or XLLC (including without limitation any Non-Recourse Party of XLLC), as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”)case may be, shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, counter-claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performanceperformance or breach, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, c) to the maximum extent permitted by Lawapplicable law, XLLC, on behalf of itself and its affiliates (including, after the Closing, NewCo) and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each Contracting Party of the foregoing, hereby waives and releases all such Liabilitiesliabilities, claims, counter-claims, causes of action, action and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without Non-Recourse Party of Acuitas and any such Non-Recourse Party of Crede (d) to the maximum extent permitted by applicable law, Acuitas and Crede, each, on behalf of itself and its affiliates and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, hereby waives and releases all such liabilities, claims, counter-claims, causes of action and obligations against any such Non-Recourse Party of XLLC, (e) without limiting the foregoing, to the maximum extent permitted by Lawapplicable law, except to XLLC, on behalf of itself and its affiliates (including, after the extent otherwise expressly set forth in Closing, NewCo) and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other Transaction Documents or representatives and agents of each of the Confidentiality Agreementforegoing, (i) each Contracting Party hereby waives and releases any and all rights, claims, demandscounter-claims, demands or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party Acuitas or Crede or otherwise impose liability of a Contracting Party Acuitas or Crede on any Nonparty AffiliateNon-Recourse Party of Acuitas or any Non-Recourse Party of Crede, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, undercapitalization or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach otherwise and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Non-Recourse Party of Acuitas or any Non-Recourse Party of Crede with respect to entering into, or the performance of of, this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement, and (f) without limiting the foregoing, to the maximum extent permitted by applicable law, Acuitas and Crede, each, on behalf of itself and its affiliates and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, (i) hereby waives and releases any and all rights, claims, counter-claims, demands or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of XLLC or otherwise impose liability of XLLC on any Non-Recourse Party of XLLC, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise and (ii) disclaims any reliance upon any Non-Recourse Party of XLLC with respect to entering into, or the performance of, this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. For purposes of this Agreement, “Non-Recourse Party” means, with respect to a party, any of such party’s former, current and future equityholders, controlling Persons, directors, officers, employees, agents, representatives, affiliates, members, managers, general or limited partners or assignees or successors (or any former, current or future equity holder, controlling Person, director, officer, employee, agent, representative, affiliate, member, manager, general or limited partner or assignee or successor of any of the foregoing). The foregoing does not apply to the obligations of RE under Section 5.01 hereof and does not apply to the guaranty by RE.

Non-Recourse. Except as expressly set forth in the other Transaction Documents This Agreement may only be enforced against, and any claim or the Confidentiality Agreement, all claims, obligations, liabilities, or causes cause of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to this Agreement, Agreement or the negotiationtransactions contemplated hereby may only be brought against, executionthe entities that are expressly named as parties hereto, or performance of and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (including any representation or warranty made in, and then only to the extent of the specific obligations undertaken by such named party in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, memberstockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or assignee or Representative ofcommonly advised) fund, and any financial agent, attorney, advisor or lender to, any Contracting Partyrepresentative, or any currentof their respective assignees or successors, former of any named party to this Agreement and (b) no past, present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or assignee or Representative ofcommonly advised) fund, and any financial agent, attorney, advisor or lender torepresentative, any of the foregoing or any of their respective assignees or successors, predecessors or assigns (or of any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), foregoing shall have any Liability liability (whether in contract or in contract, tort, at law or in equity, granted by statute equity or otherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or liabilities of any one or more of the Company, SPAC, Pubco or Merger Sub under this Agreement of or for any claim based on, arising under, out of, or related to this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby. Notwithstanding anything to the contrary contained herein, nothing in connection withthis Section 11.14 shall limit any Person’s right to enforce, or related in to bring any manner to this Agreement claim or cause of action based onupon, in respect of, or by reason arising out of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in to, any manner to this Ancillary Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in against the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except Sponsor to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, Sponsor is a party to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this such Ancillary Agreement.

Non-Recourse. Except as expressly to the extent otherwise set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilitiesLiabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, but in each case excluding any Contracting Party, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach ; and (iib) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as expressly set forth in Notwithstanding anything to the other Transaction Documents or the Confidentiality Agreementcontrary contained herein, (a) all claims, counter-claims, obligations, liabilities, liabilities or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) Acuitas or XLLC, as the Persons that are expressly identified case may be, (b) no Person other than Acuitas (including without limitation any Non-Recourse Party of Acuitas) or XLLC (including without limitation any Non-Recourse Party of XLLC), as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”)case may be, shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, counter-claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performanceperformance or breach, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, c) to the maximum extent permitted by Lawapplicable law, XLLC, on behalf of itself and its affiliates (including, after the Closing, Crede) and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each Contracting Party of the foregoing, hereby waives and releases all such Liabilitiesliabilities, claims, counter-claims, causes of action, action and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without Non-Recourse Party of Acuitas (d) to the maximum extent permitted by applicable law, Acuitas, on behalf of itself and its affiliates and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, hereby waives and releases all such liabilities, claims, counter-claims, causes of action and obligations against any such Non-Recourse Party of XLLC, (e) without limiting the foregoing, to the maximum extent permitted by Lawapplicable law, except to XLLC, on behalf of itself and its affiliates (including, after the extent otherwise expressly set forth in Closing, Crede) and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other Transaction Documents or representatives and agents of each of the Confidentiality Agreementforegoing, (i) each Contracting Party hereby waives and releases any and all rights, claims, demandscounter-claims, demands or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party Acuitas or otherwise impose liability of a Contracting Party Acuitas on any Nonparty AffiliateNon-Recourse Party of Acuitas, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, undercapitalization or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach otherwise and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Non-Recourse Party of Acuitas with respect to entering into, or the performance of of, this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement, and (f) without limiting the foregoing, to the maximum extent permitted by applicable law, Acuitas, on behalf of itself and its affiliates and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, (i) hereby waives and releases any and all rights, claims, counter-claims, demands or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of XLLC or otherwise impose liability of XLLC on any Non-Recourse Party of XLLC, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise and (ii) disclaims any reliance upon any Non-Recourse Party of XLLC with respect to entering into, or the performance of, this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. For purposes of this Agreement, “Non-Recourse Party” means, with respect to a party, any of such party’s former, current and future equityholders, controlling Persons, directors, officers, employees, agents, representatives, affiliates, members, managers, general or limited partners or assignees or successors (or any former, current or future equity holder, controlling Person, director, officer, employee, agent, representative, affiliate, member, manager, general or limited partner or assignee or successor of any of the foregoing). The foregoing does not apply to the obligations of RE under Section 5.01 hereof and does not apply to the guaranty by RE.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action All Actions (whether in contract or in tort, at law in Law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, Agreement or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), Transactions may be made only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement Parties (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentdirector, former or future equityholderofficer, employee, incorporator, controlling personmember, general or limited partner, membermanager, equityholder, Affiliate, or assignee agent, attorney or Representative of, and or any financial advisor or lender to, any a Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns Party (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, at law in Law or in equity, or granted by statute or otherwisebased upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claimsActions, causes of action, obligations, obligations or liabilities Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or the Transactions or based on, in respect of, or by reason of this Agreement (or its the negotiation, execution, performance, performance or breach (other than as expressly set forth in the other Transaction Documents thereof) or the Confidentiality Agreement), Transactions; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, claims and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law Law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (iib) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or the Transactions or any representation or warranty made in, in connection with, or as an inducement to this Agreement. The Parties acknowledge and agree that the Non-Party Affiliates are intended third party beneficiaries of this ‎Section 9.13.

Non-Recourse. Except as expressly set forth Notwithstanding anything to the contrary in this Agreement, subject only to the other Transaction Documents or rights of the Company under the Equity Commitment Letter and the Confidentiality Agreement, all claims, obligations, liabilities, liabilities or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement toto enter into, this Agreement), ) or the transactions contemplated by this Agreement may be made only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties in the preamble to this Agreement in the Preamble to this Agreement. Subject to the rights of the Company under the Equity Commitment Letter (subject to the “Contracting Parties”limitations contained therein). No Person who is not a Contracting Party, no other Person, including any currentFinancing Source, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, Affiliatestockholder, affiliate, agent, attorney or representative of, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, party to this Agreement or any currentdirector, former or future equityholderofficer, employee, incorporator, controlling personmember, general or limited partner, Affiliatemanager, stockholder, affiliate, agent, attorney or representative of, or assignee or Representative of, and any financial advisor or lender to, to any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liabilities (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement (including in connection with or related in any manner to the Bank Commitment Letter (including, for the avoidance of doubt, any Alternative Commitment Letters) or Bank Financing (including, for the avoidance of doubt, any Alternative Financing) or the High Yield Debt Financing) or based on, in respect of, of or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementbreach.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality AgreementEach Party agrees, on behalf of itself and its Related Parties, that all claims, obligations, liabilities, or causes of action Legal Proceedings (whether in contract or in tort, at in law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement, any of the Transaction Documents or the Mergers (including the Equity Financing); (b) the negotiation, execution, execution or performance of this Agreement or any of the Transaction Documents; (including c) any representation breach or warranty made inviolation of this Agreement or any of the Transaction Documents; or (d) any failure of the Mergers to be consummated, in connection with, or as an inducement to, this Agreement)each case, may be made only (i) against (and such representations and warranties are those solely of) the Persons that are are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the preamble case of the Transaction Documents, Persons expressly identified as parties to such Transaction Documents; and (ii) in accordance with, and subject to the terms and conditions of, this Agreement or such Transaction Documents, as applicable. Notwithstanding anything in this Agreement or any of the Transaction Documents to the contrary, each Party agrees, on behalf of itself and its Related Parties, that no recourse under this Agreement or any of the Transaction Documents or in connection with the Mergers will be sought or had against any Person not expressly identified as a party to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyor such Transaction Document, as applicable, and no other Person, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Related Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall will have any Liability liabilities or obligations (whether in contract or in tort, at in law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, the items in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach clauses (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreementa) through (d), andit being acknowledged and agreed that no personal liability or losses whatsoever will attach to, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, be imposed on or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be availableincurred by any of the aforementioned, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each caseas such, arising under, out of, in connection with, with or related in any manner to this Agreement or based onthe items in clauses (a) through (d), in respect each case, except for claims that the Company Parties or the Buyer Parties, as applicable, may assert: (A) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (B) against the Sponsors in accordance with the terms and conditions of the Equity Commitment Letter, including for specific performance of the obligation to fund the Equity Financing in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter; or by reason (C) against the Company Parties and the Buyer Parties solely in accordance with, and pursuant to the terms and conditions of, this Agreement. In addition, in furtherance and not in limitation of the foregoing, it is agreed that no Debt Financing Source shall have liability to any Company Party or Company Related Party relating to or arising out of this Agreement or its negotiation, execution, performance, the Debt Financing or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to of the transactions contemplated hereby or thereby or the performance of any services thereunder and that no Company Party or Company Related Party shall bring or support any legal action against any of the Debt Financing Sources relating to or in any way arising out of this Agreement or the Debt Financing or any representation of the transactions contemplated hereby or warranty made inthereby or the performance of any services thereunder; provided that, notwithstanding anything to the contrary in connection withthis Section 9.16, nothing in this Section 9.16 shall in any way affect any Party’s or as an inducement any of their respective Related Parties’ rights and remedies under any binding agreement to this Agreementwhich a Debt Financing Source is a party.