Common use of Non-Recourse Clause in Contracts

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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, Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Purchaser, Merger Sub or the Company or the Shareholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 by this Agreement may only be brought against, the entities that are expressly named as parties hereto, hereto 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 extent of the specific obligations undertaken by such named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholderequityholder, affiliateAffiliate, agent, attorney, advisor advisor, consultant or representative Representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder made under this Agreement or in respect of any oral representations made or alleged to have been made in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyby this Agreement.

Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action Action based upon, arising out of, or related to this Agreement Agreement, or the transactions contemplated hereby negotiation, execution or performance of this Agreement, may only be brought against, against the entities that are expressly named as parties hereto, hereto 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no No past, present or future director, officer, employee, incorporator, manager, member, general or limited partner, shareholderstockholder, affiliateequityholder, controlling person, Affiliate, agent, attorney, advisor attorney or representative or affiliate other Representative of any named party to this Agreement and (b) no past, present hereto or future any of their successors or permitted assigns or any direct or indirect director, officer, employee, incorporator, manager, member, general or limited partner, shareholderstockholder, affiliateequityholder, controlling person, Affiliate, agent, attorney, advisor Representative, successor or representative or affiliate permitted assign of any of the foregoing (each, a “Non-Recourse Party”), shall have any liability (whether in contractto any Stockholder, tort, equity Parent or otherwise) the Company for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder party under this Agreement of or for any claim Legal Proceeding (whether in tort, contract or otherwise) based on, arising out of, in respect of or related to this Agreement or by reason of the transactions contemplated herebyhereby or in respect of any written or oral representations made or alleged to be made in connection herewith.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Acquiror or the Shareholder Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Agreement may only be enforced against, and any claim claims or cause causes of action that may be based upon, arising arise out ofof or relate to this Agreement, or related to the negotiation, execution or performance of this Agreement or the transactions contemplated hereby may only be brought against, made against the entities that are expressly named identified as parties hereto, and then including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Company, and, subject 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 extent of the specific obligations undertaken by such named party in this Agreement)contractual provisions hereof, (a) no pastformer, present current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, shareholderadvisor, affiliate, agent, attorney, advisor agent or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder under parties to this Agreement of or for any claim (whether in tort, contract or otherwise) based on, arising out in respect of, or related to this Agreement or by reason of, the transactions contemplated herebyhereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other 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.

Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action Action based upon, arising out of, or related to this Agreement Agreement, or the transactions contemplated hereby negotiation, execution or performance of this Agreement, may only be brought against, against the entities that are expressly named as parties hereto, hereto 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no No past, present or future director, officer, employee, incorporator, manager, member, general or limited partner, shareholderstockholder, affiliateequityholder, controlling person, Affiliate, agent, attorney, advisor attorney or representative or affiliate other Representative of any named party to this Agreement and (b) no past, present hereto or future any of their successors or permitted assigns or any direct or indirect director, officer, employee, incorporator, manager, member, general or limited partner, shareholderstockholder, affiliateequityholder, controlling person, Affiliate, agent, attorney, advisor Representative, successor or representative or affiliate permitted assign of any of the foregoing (each, a “Non-Recourse Party”), shall have any liability (whether in contractto the Stockholder, tort, equity Parent or otherwise) the Company for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder party under this Agreement of or for any claim Legal Proceeding (whether in tort, contract or otherwise) based on, arising out of, in respect of or related to this Agreement or by reason of the transactions contemplated herebyhereby or in respect of any written or oral representations made or alleged to be made in connection herewith.

Non-Recourse. 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, hereto 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 hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreementparty), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement hereto and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company or the Shareholder Acquiror and Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative Representative or affiliate Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative Representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Acquiror or the Shareholder Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Notwithstanding anything in this Agreement to the contrary, 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 Transactions may only be brought against, the entities that are expressly named as parties hereto, hereto 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 extent of the specific obligations undertaken by such named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholderequityholder, affiliateAffiliate, agent, attorney, advisor advisor, consultant or representative Representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contractContract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Parent Parties or the Company or the Shareholder Parties under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. 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, Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative Representative or affiliate Affiliate of any named party to this Agreement Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative Representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Purchaser Entities, the Company Seller or the Shareholder Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACION, the Company or the Shareholder Shareholders (or either of them) under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACION, the Company or the Shareholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 Transactions may only be brought against, the entities that are expressly named as parties Parties hereto, and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party Party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative Representative or affiliate Affiliate of any named party Party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative Representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company BRPA or the Shareholder Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Parent, First Merger Sub or the Shareholder Second Merger Sub under this Agreement of or for any claim based on, arising out of, of or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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, Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to for the extent a named party Parties to this Agreement (and then only to the extent of the specific obligations undertaken by such each named party Party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement Party and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder Party under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Agreement may only be enforced only against, and any claim or cause of action Proceeding based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought only against, the entities that are expressly named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party and with respect to each party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliateAffiliate, agent, attorney, advisor advisor, lender or representative or affiliate of any such named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor Affiliate or representative successor or affiliate of any of the foregoing assign thereof shall have any liability Liability (whether in contract, contract or tort, at law or in equity or otherwise, or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities Liabilities of any one or more of SPAC, the Company or the Shareholder under this Agreement of such named party or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. The provisions of this ‎‎Section 10.12 are intended to be for the benefit of, and enforceable by the Affiliates, officers, directors, employees, incorporators, members, partners, stockholders, agents, attorneys, other representatives, successors and assigns referenced in this ‎‎Section 10.12 and each such Person shall be a third-party beneficiary of this ‎‎Section 10.12.

Non-Recourse. 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 by this Agreement may only be brought against, the individuals or entities that are expressly named as parties hereto, hereto 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 extent of the specific obligations undertaken by such named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholderequityholder, affiliate, agent, attorney, advisor advisor, consultant or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative Representative or affiliate of any of the foregoing (each, a “Holder Related Party”) shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder made under this Agreement or in respect of any oral representations made or alleged to have been made in connection herewith (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.by this Agreement. Parent and the Company acknowledge that no Holder nor any Holder Related Party has made, and neither Parent nor the Company has relied upon, any representation related to the matters contemplated by this Agreement, except as set forth in Article V.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACITAC, the Company Arbe or the Shareholder Holder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyhereby provided that such other person does not take or direct or cause Holder to take any action in contravention of the Holder’s obligations under this Agreement.

Non-Recourse. This Agreement may only be enforced against, and any claim All claims or cause causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arising arise out ofof or relate to this Agreement, or related to the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or the transactions contemplated hereby as an inducement to enter into this Agreement), may be made only be brought against, against the entities that are expressly named identified as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent No Person who is not a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no including any past, present or future director, officer, employee, incorporator, member, partner, shareholderequityholder, affiliateAffiliate, agent, attorney, advisor attorney or representative or affiliate of any named party to this Agreement and (b) no past“Non-Party Affiliates”), present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, contract or in tort, equity in law or otherwisein equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one arising under, in connection with or more of SPAC, the Company or the Shareholder under related to this Agreement of or for any claim based on, arising out in respect of, or related to by reason of this Agreement or the transactions contemplated herebyits negotiation or execution; and each party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliate.

Non-Recourse. 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 Transactions may only be brought against, the entities that are expressly named as parties heretoParties, and then only with respect to the specific obligations set forth herein or in an Ancillary Agreement with respect to such partyNamed Party. Except to the extent a named party Named Party to this Agreement (or an Ancillary Agreement and then only to the extent of the specific obligations undertaken by such named party Named Party in this Agreement or in the applicable Ancillary Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliatestockholder, Affiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party Named Party to this Agreement or any Ancillary Agreement, and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliatestockholder, Affiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Acquiror or the Shareholder Sellers under this Agreement or any Ancillary Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. 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, hereto 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 extent of the specific obligations undertaken by such named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACeach Contributor, Contributed Company, the Company Contributors’ Representative, PEGC I or the Shareholder PEGC I OP under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 Transactions may only be brought against, the entities that are expressly named as parties hereto, 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder Acquiror under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder Holder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyhereby provided that such other person does not take or direct or cause Holder to take any action in contravention of the Holder’s obligations under this Agreement.

Non-Recourse. 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 Transactions may only be brought against, the entities Persons that are expressly named as parties hereto, hereto 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 hereto (and then only to the extent of the specific obligations undertaken by such named party in to this AgreementAgreement or any other Transaction Document), (ai) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliatestockholder, Affiliate, agent, attorney, advisor or representative or affiliate other Representative of any named party to this Agreement hereto and (bii) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliatestockholder, Affiliate, agent, attorney, advisor or representative or affiliate other Representative of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company any Acquisition Entity or the Shareholder SPAC under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions (each of the Persons identified in the foregoing sub-clauses (a) or (b), a “Non-Recourse Party”, and collectively, the “Non-Recourse Parties”).

Non-Recourse. This Subject in all respect to the last sentence, 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, Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement Party hereto (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement Party and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability Liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company any PGHL Party or the Shareholder FTAC under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or waive any rights of any party to any Transaction Agreement.

Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, of or related to this Agreement or the transactions contemplated hereby Transactions may only be brought against, the entities that are expressly named as parties heretoParties, and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in to this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACGHV, the Company AMPSA, MergeCo or the Shareholder Ardagh under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. 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, Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to for the extent a named party Parties to this Agreement (and then only to the extent of the specific obligations undertaken by such each named party Party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party Party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder Party under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 Persons that are expressly named as parties hereto, hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except (i) to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement)Agreement and not otherwise) or (ii) as set forth in any Transaction Document, (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, Affiliate or agent, attorney, advisor or representative or affiliate Representative of any named party to this Agreement and (b) no past, present such Person or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing its Affiliates shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder Parent under this Agreement of or for any claim (regardless of the legal theory under which any such claim is made, whether sounding in contract or tort, or whether at law or in equity, or otherwise) based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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, hereto 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 extent of the specific obligations undertaken by such named party in this Agreement), (ai) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (bii) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Cision Owner, Acquiror, Holdings or the Shareholder Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, of or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly Company, Acquiror and M▇▇▇▇▇ Sub as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Except Parties; and (b) except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party in this AgreementParty), (ai) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement the Company, Acquiror or Merger Sub and (bii) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing foregoing, shall have any liability (whether in contractContract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Acquiror or the Shareholder Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, shareholder, affiliateAffiliate, agent, attorney, advisor or representative Representative or affiliate Affiliate of any named party to this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, shareholder, affiliateAffiliate, agent, attorney, advisor or representative Representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Acquiror, PubCo or the Shareholder Merger Subs under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 Transactions may only be brought against, the entities that are expressly Company, SPAC, Merger Sub 1 and Merger Sub 2 as named as parties hereto, hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party in this AgreementParty), (ai) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliateAffiliate, agent, attorney, advisor or representative other Representative of the Company, SPAC, Merger Sub 1 or affiliate of any named party to this Agreement Merger Sub 2 and (bii) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate other Representative of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, SPAC, the Company Merger Sub 1 or the Shareholder Merger Sub 2 under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions (each of the Persons identified in the foregoing sub-clauses (a) or (b), a “Non-Recourse Party,” and collectively, the “Non-Recourse Parties”).

Non-Recourse. 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 Transactions may only be brought against, the entities that are expressly named as parties heretoCompany, SPAC, and then only with respect to the specific obligations set forth herein with respect to such partyAcquisition Entities as named Parties. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party in this AgreementParty), (ai) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or other Representative of the Company or any Acquisition Entity (each, a “Company Non-Recourse Party”) or of SPAC (each, an “SPAC Non-Recourse Party”) and (ii) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate other Representative of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company SPAC or the Shareholder Acquisition Entities under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions. Notwithstanding the foregoing, nothing in this Section 11.15 shall relief any Person of liability under any other Transaction Documents to which such Person is a party.

Non-Recourse. This Except in the case of claims against a Person in respect of such Person’s fraud: (a) 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 Company and Acquiror as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Except ; and (b) except to the extent a named party to this Agreement hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreementhereto), (ai) no past, present or future director, commissioner, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor Representative or representative Affiliate of the Company or affiliate of any named party to this Agreement Acquiror and (bii) no past, present or future director, commissioner, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor Representative or representative or affiliate Affiliate of any of the foregoing (collectively, the “Non-Recourse Parties”) shall have any liability (whether in contractContract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder Acquiror under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 by this Agreement may only be brought against, the entities that are expressly named as parties hereto, hereto 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 extent of the specific obligations undertaken by such named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholderequityholder, affiliateAffiliate, agent, attorney, advisor advisor, consultant or representative Representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing (each, a “Holder Related Party”) shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder made under this Agreement or in respect of any oral representations made or alleged to have been made in connection herewith (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyby this Agreement. Parent acknowledges that no Holder nor any Holder Related Party has made, and Parent has not relied upon, any representation related to the matters contemplated by this Agreement, except as set forth in ‎Article VI.

Non-Recourse. (a) 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 Transactions may only be brought against, the entities that are expressly Company or SPAC as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. ; and (b) Except to the extent a named party to this Agreement hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreementhereto), (ai) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative other Representative of the Company or affiliate the Merger Subsidiaries (each, a “Company Non-Recourse Party”) or of any named party to this Agreement SPAC (each, a “SPAC Non-Recourse Party”) and (bii) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate (including Sponsor), agent, attorney, advisor or representative or affiliate other Representative of any of the foregoing shall have any liability (whether in contractContract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder Merger Subsidiaries or SPAC under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Ackrell or the Shareholder Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent named as a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Acquiror or the Shareholder Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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, Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent that such Person or entity is a named party to this Agreement Party hereto (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Purchaser, Merger Sub or the Company or the Shareholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 Transactions may only be brought against, the entities that are expressly named as parties hereto, hereto 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 extent of the specific obligations undertaken by such named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholderequityholder, affiliateAffiliate, agent, attorney, advisor advisor, consultant or representative Representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing (the “Non-Recourse Persons”) shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company Purchaser or the Shareholder Seller under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions, except with respect to liabilities of a Non-Recourse Person arising pursuant to a Transaction Document to which such Non-Recourse Person is a party (and then only to the extent of the specific obligations undertaken by such Non-Recourse Person pursuant to such Transaction Document and not otherwise).

Non-Recourse. This Subject in all respects to the last sentence of this Section 12.14, 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 Transactions may only be brought against, the entities that are expressly named as parties hereto, Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement Party and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Buyer or the Shareholder Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions. Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or waive any rights or obligations of any party to any other Transaction Agreement.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACWinVest, the Company Xtribe PLC or the Shareholder Holders under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyhereby provided that such other person does not take or direct or cause the Holder to take any action in contravention of the Holders’ obligations under this Agreement.

Non-Recourse. This Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) 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 Company, Acquiror and Merger Sub as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Except ; and (b) except to the extent a named party to this Agreement hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreementhereto), (ai) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement the Company, Acquiror or Merger Sub and (bii) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contractContract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Acquiror or the Shareholder Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Acquiror, First Merger Sub or the Shareholder Second Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. (a) 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 Transactions may only be brought against, the entities that are expressly Company or SPAC as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. ; and (b) Except to the extent a named party to this Agreement hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreementhereto), (ai) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative other Representative of the Company (each, a “Company Non-Recourse Party”) or affiliate of any named party to this Agreement SPAC (each, a “SPAC Non-Recourse Party”) and (bii) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate (including Sponsor), agent, attorney, advisor or representative or affiliate other Representative of any of the foregoing shall have any liability (whether in contractContract, tort, ,equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder SPAC under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. 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 heretoand are signatory to this Agreement and, in accordance with Article IX and the Joinder Agreement, New K Skin Holding Company, as applicable, and then only with respect to the specific obligations set forth herein in this Agreement and, if applicable, the Joinder Agreement, with respect to such party. Except (i) to the extent a named party to this Agreement and, in accordance with Article IX and the Joinder Agreement, the New K Skin Holding Company (and then only to the extent of the specific obligations undertaken by such named party Persons in this AgreementAgreement and if applicable, the Joinder Agreement with respect to such party), or (ii) (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder any Party under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Agreement may only be enforced against, and any claim Action or cause of action Action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby Transactions may only be brought against, the entities that are expressly Company, CGAC, and the Acquisition Entities as named as parties hereto, 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 hereto (and then only to the extent of the specific obligations undertaken by such named party hereto) and, in this Agreement)the case of the Sponsor, pursuant to the Transaction Documents to which they are a party, (ai) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliatestockholder, Affiliate, agent, attorney, advisor or representative other Representative of the Company or affiliate any Affiliate of any named party to this Agreement the Company (each, a “Company Non-Recourse Party”) or of CGAC or the Acquisition Entities (each, a “CGAC Non- Recourse Party”), and (bii) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliatestockholder, Affiliate, agent, attorney, advisor or representative or affiliate other Representative of any of the foregoing foregoing, shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities Liabilities of any one or more of SPACthe Company, the Company CGAC or the Shareholder Acquisition Entities under this Agreement of or for any claim Action based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. This (a) Solely with respect to the Company, Acquiror and Merger Sub, 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 Company, Acquiror and Merger Sub as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Except ; and (b) except to the extent a named party to this Agreement hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreementhereto), (ai) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement the Company, Acquiror or Merger Sub and (bii) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contractContract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Acquiror or the Shareholder Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACGCAC, the Company Merger Sub or the Shareholder Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 Transactions may only be brought against, the entities Persons that are expressly named as parties hereto, hereto 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 hereto (and then only to the extent of the specific obligations undertaken by such named party in to this AgreementAgreement or any other Transaction Document), (ai) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliatestockholder, Affiliate, agent, attorney, advisor or representative or affiliate other Representative of any named party to this Agreement hereto and (bii) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliatestockholder, Affiliate, agent, attorney, advisor or representative or affiliate other Representative of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Merger Subs or the Shareholder SPAC under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions (each of the Persons identified in the foregoing sub-clauses (a) or (b), a “Non-Recourse Party”, and collectively, the “Non-Recourse Parties”).

Non-Recourse. 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, hereto 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 hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), or its successor or transferee, (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliatestockholder, Affiliate, agent, attorney, advisor or representative or affiliate other Representative of any named party to this Agreement hereto and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliatestockholder, Affiliate, agent, attorney, advisor or other representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the SPAC, the Company Company, or the Shareholder Shareholders under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 Transactions may only be brought against, the entities that are expressly named as parties hereto, Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement)) and to the fullest extent permitted by Law, (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Acquiror Parties or Company or the Shareholder Parties under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. This Subject in all respect to the last sentence, 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 Transactions may only be brought against, the entities that are expressly named as parties hereto, Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement Party; and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company any Wejo Party or the Shareholder VOSO under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions. Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or waive any rights of any party to any Transaction Agreement.

Non-Recourse. 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, hereto 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Acquiror, Holdings, Jersey Merger Sub or the Shareholder Delaware Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, manager, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company Parent or the Shareholder Members under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 Transactions may only be brought against, the entities that are expressly named as parties heretoCompany, SPAC, and then only with respect to the specific obligations set forth herein with respect to such partyAcquisition Entities as named Parties. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party in this AgreementParty), (ai) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or other Representative of the Company or any Company Acquisition Entity (each, a “Company Non-Recourse Party”) or of SPAC (each, an “SPAC Non-Recourse Party”), and (ii) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate other Representative of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company SPAC or the Shareholder Acquisition Entities under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions. Notwithstanding the foregoing, nothing in this Section 12.16 shall relief any Person of liability under any other Transaction Documents to which such Person is a party.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder any Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Agreement may only be enforced against, and any claim claim, action, or cause of action proceeding based upon, arising out of, of or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities persons that are expressly named as parties hereto, and then only with respect to the specific obligations set forth herein with respect this Agreement or successors in interest to such partypersons. Except to the extent named as a named party to this Agreement (or a successor in interest to such party, and then only to the extent of the specific obligations undertaken by of such named party parties set forth in this Agreement)Agreement or such parties’ successors in interest, (a) no past, present or future shareholder, member, partner, manager, director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorneyadvisor, advisor or representative or affiliate of any named party to this Agreement and (beach, a “Non-Recourse Person”) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall will have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder under this Agreement of or for any claim based on, arising out of, or related parties to this Agreement or for any dispute related hereto, and (ii) in no event shall any Non-Recourse Person have any shared or vicarious liability, or otherwise be the transactions contemplated herebysubject of legal or equitable claims, for the actions, omissions or fraud (including through equitable claims (such as unjust enrichment) not requiring proof of wrongdoing committed by the subject of such claims) of any other Non-Recourse Person. The Non-Recourse Persons are intended third party beneficiaries of this Section 11 and shall be entitled to enforce this Section 11 as if a party directly hereto.

Non-Recourse. (a) 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 Company or SPAC as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Party. (b) Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party in this AgreementParty), (ai) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate other Representative of any named party to this Agreement the Company (each, a “Company Non-Recourse Party”), and (bii) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate other Representative of any of the foregoing SPAC (each, a “SPAC Non-Recourse Party”), shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder SPAC under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyAgreement.

Non-Recourse. 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, Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent that any Person is directly a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Purchaser, Merger Sub or the Company or the Shareholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (ai) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (bii) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACPurchaser, the Company or the Shareholder Sponsor under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyhereby provided that such other person does not take or direct or cause Sponsor to take any action in contravention of Sponsor’s obligations under this Agreement.

Non-Recourse. 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 Transactions may only be brought against, the entities that are expressly named as parties hereto, 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Acquiror or the Shareholder Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. This Agreement may only be enforced againstagainst only, 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 againstagainst only, the entities that are expressly named as parties hereto, hereto and then only with respect to the specific obligations set forth herein with respect to such partyparties. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement)No former, (a) no pastcurrent, present or future directorincorporator, officerstockholder, employee, incorporatorshareholder, member, partner, Affiliate, or Representative of any of the parties hereto, or any former, current, and future Affiliate, incorporator, stockholder, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporatoroption holder, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate Representative of any of the foregoing (the "Nonparty Affiliates"), shall have any liability Liability (whether in contract, tort, equity equity, or otherwise) for any one or more of the representations, warranties, covenants, agreements agreements, or other obligations or liabilities Liabilities of any one or more of SPACBuyer, the Company Seller, or the Shareholder Companies under this Agreement or of or for any claim based onupon, arising out of, or related to this Agreement or the transactions contemplated hereby. Nonparty Affiliates are expressly intended as third-party beneficiaries of this provision of this Agreement.

Non-Recourse. (a) ​​​​​​​ This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, of or related to this Agreement or the transactions contemplated hereby may only be brought against, against the entities that are expressly named as parties hereto, to this Agreement and then only with respect to the specific obligations set forth herein in this Agreement with respect to such party. Except to the extent of a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor attorney or other representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, contract or in tort, equity in law or otherwisein equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder party to this Agreement under this Agreement of or for any claim based on, arising out in respect of, or related to by reason of, the transactions contemplated in this Agreement or in respect of any oral representations made or alleged to have been made in connection with this Agreement. (b) ​​​​​​​ The provisions of this Section 10.4 are intended to be for the transactions contemplated herebybenefit of, and enforceable by, the directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys and other representatives of the parties hereto, and each such Person shall be a third party beneficiary of this Section 10.4.

Non-Recourse. 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, Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, Merger Sub, Merger Sub II or the Company or the Shareholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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, hereto 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 extent of the specific obligations undertaken by such named party in this Agreement), (ai) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (bii) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACSeller, the Company Blocker Seller, Acquiror, Holdings or the Shareholder Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 by this Agreement may only be brought against, the entities that are expressly named as parties hereto, hereto 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 extent of the specific obligations undertaken by such named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholderequityholder, affiliateAffiliate, agent, attorney, advisor advisor, consultant or representative Representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing (each, a “Holder Related Party”) shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder made under this Agreement or in respect of any oral representations made or alleged to have been made in connection herewith (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.by this Agreement. Parent acknowledges that no Holder nor any Holder Related Party has made, and Parent has not relied upon, any representation related to the matters contemplated by this Agreement, except as set forth in Article V.

Non-Recourse. 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, hereto 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder Acquiror under this Agreement (whether for indemnification or otherwise) of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent named as a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Acquiror, First Merger Sub or the Shareholder Second Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 by this Agreement may only be brought against, the entities that are expressly named as parties hereto, hereto 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 extent of the specific obligations undertaken by such named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future directormanager, officer, employee, incorporator, memberequityholder, partner, shareholder, affiliateAffiliate, agent, attorney, advisor advisor, consultant or representative or affiliate Affiliate of any of the foregoing foregoing, other than Shareholder’s Affiliates who have executed and delivered to Parent a counterpart of this Agreement pursuant to Section 6(a) herein and Shareholder’s successors-in-title, shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder made under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyby this Agreement.

Non-Recourse. 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 Transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto, Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to for the extent a named party Parties to this Agreement (and then only to the extent of the specific obligations undertaken by such each named party Party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative Representative or affiliate Affiliate of any named party Party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative Representative or affiliate Affiliate of any of the foregoing shall have any liability Liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder Party under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions Transactions contemplated hereby.

Non-Recourse. This Subject in all respects to the last sentence of this Section 12.15, 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, Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement Party and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability Liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Plum or the Shareholder Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Section 12.15 shall limit, amend or waive any rights or obligations of any party to any Transaction Document with respect to the other parties thereto.

Non-Recourse. This Agreement may only be enforced against, and any claim claim, action, suit or cause of action other legal proceeding based upon, upon or arising out ofof this Agreement, or related to the negotiation, execution or performance of this Agreement or the transactions contemplated hereby Agreement, may only be brought against, against the entities Persons that are expressly named as parties hereto, party to this Agreement and then only with respect to the specific obligations set forth herein terms of this Agreement with respect to such partyPerson. Except to the extent a named party to this Agreement (Agreement, and then only to the extent of the specific obligations terms of this Agreement undertaken by such named party in this Agreement)Person, (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or advisor, representative or affiliate Affiliate of any named party to Person that has signed this Agreement and (b) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or advisor, representative or affiliate Affiliate of any of the foregoing shall foregoing, will have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder under Persons that have executed and delivered this Agreement (whether for indemnification or otherwise) of or for any claim based on, arising out of, of or related to this Agreement. Notwithstanding anything to the contrary set forth in this Agreement or otherwise, in no event shall this Section or any other provision of this Agreement be deemed to limit the transactions contemplated herebyright of any Party to bring a claim with respect to Fraud (but only against the Party committing such Fraud).

Non-Recourse. This Subject in all respect to the last sentence, 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, Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement Party and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company SPAC or the Shareholder Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this ‎Section 12.14 shall limit, amend or waive any rights or obligations of any party to any Transaction Agreement.

Non-Recourse. 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 Persons that are expressly named as parties hereto, hereto and then only with respect to the specific obligations set forth herein with respect to such that party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such that named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, Affiliate or agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present such Person or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall its Affiliates will have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder Buyer under this Agreement of or for any claim (regardless of the legal theory under which that claim is made, whether sounding in contract or tort, or whether at law or in equity, or otherwise) based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 11.15, nothing in this Section 11.15 shall be deemed to limit the right to bring a claim in respect of Fraud.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACIAC, the Company Merger Sub or the Shareholder Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder Holder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyhereby provided that such other person does not take or direct or cause Holder to take any action in contravention of Holder’s obligations under this Agreement.

Non-Recourse. This Agreement may only be enforced against, and any claim Action 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 Persons that are expressly named as parties hereto, hereto 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 or any other Transaction Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreementand not otherwise), (a) no past, present or future equity holder, controlling person, director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor Affiliate, member, manager, general or representative limited partner, stockholder, investor or affiliate assignee of any named party to this Agreement and (b) no Agreement, nor any past, present or future equity holder, controlling person, director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor Affiliate, member, manager, general or representative limited partner, stockholder, investor or affiliate assignee of any of the foregoing foregoing, shall have any liability Liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities Liabilities of any one or more of SPAC, the Company Parties or the Shareholder their respective Affiliates under this Agreement of or for any claim based on, arising out of, or related to this Agreement or any other Transaction Document or the transactions contemplated hereby.hereby or thereby. [Signature Page Follows]

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Parent, Merger Sub I or the Shareholder Merger Sub II under this Agreement of or for any claim based on, arising out of, of or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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, hereto and then only with respect to the specific obligations set forth herein herein, as applicable, with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliatedebt financing source, Affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Buyer or the Shareholder Sellers under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder under parties to this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Furthermore, the obligations of the Stockholder Parties hereunder are several and not joint with or as to any other Stockholder Party, and no Stockholder Party shall be responsible for any breach or violation of this Agreement by any other Stockholder Party.

Non-Recourse. 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, hereto 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 extent of the specific obligations undertaken by such named party in this Agreement)Agreement and not otherwise) except as contemplated by Section 9.9, (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company or the Shareholder Purchaser under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe GCAC, the Company Merger Sub or the Shareholder Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. This Subject in all respects to the last sentence of this Section 11.11, 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 Persons that are expressly named as parties hereto, Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement Party and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing foregoing, shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company SSMP, or the Shareholder Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyContemplated Transactions. Notwithstanding the foregoing, nothing in this Section 11.11 shall limit, amend or waive any rights or obligations of any party to any of the other agreements referred to in this Agreement.

Non-Recourse. 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, Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Parent, the Company Purchaser, Merger Sub or the Shareholder Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 heretohereto (or the Guarantors under and in accordance with and only the extent set forth in the Limited Guaranty or the Equity Commitment Letter, as applicable) 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 extent of the specific obligations undertaken by such named party in this AgreementAgreement and not otherwise), (a) other than the Guarantors under and in accordance with and only the extent set forth in the Limited Guaranty or the Equity Commitment Letter, no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company Seller or the Shareholder Buyer under this Agreement (whether for indemnification or otherwise) of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 by this Agreement may only be brought against, the entities that are expressly named as parties hereto, hereto 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 extent of the specific obligations undertaken by such named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholderequityholder, affiliateAffiliate, agent, attorney, advisor advisor, consultant or representative Representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing (each, a “Holder Related Party”) shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder made under this Agreement or in respect of any oral representations made or alleged to have been made in connection herewith (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyby this Agreement. Parent acknowledges that no Holder nor any Holder Related Party has made, and Parent has not relied upon, any representation related to the matters contemplated by this Agreement, except as set forth in Article VI.

Non-Recourse. 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, hereto 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 extent of the specific obligations undertaken by such named party in this Agreement), (ai) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (bii) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company Sellers or the Shareholder Buyer under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 by this Agreement may only be brought against, the entities that are expressly named as parties hereto, hereto 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 extent of the specific obligations undertaken by such named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholderequityholder, affiliateAffiliate, agent, attorney, advisor advisor, consultant or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing (each, a “Investor Related Party”) shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder made under this Agreement or in respect of any oral representations made or alleged to have been made in connection herewith (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyby this Agreement. Company acknowledges that no Investor nor any Investor Related Party has made, and Company has not relied upon, any representation related to the matters contemplated by this Agreement, except as set forth in Article III.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACAcquiror, Merger Sub, the Company or the Shareholder Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 Transactions may only be brought against, the entities that are expressly named as parties hereto, Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party to this Agreement Party (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement), (a) no past, present or future director, manager, managing member, officer, employee, sponsor, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative Representative or affiliate Affiliate of any named party to this Agreement Party and (b) no past, present or future director, manager, managing member, officer, employee, sponsor, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative Representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Acquiror Parties or Company or the Shareholder Parties under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. This Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) this Agreement may only be enforced only 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 only against, the entities that are expressly Company, Acquiror and Merger Sub as named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Except ; and (b) except to the extent a named party to this Agreement hereto, no Person (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), including (ai) no any past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliatestockholder, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement the Company, Acquiror or Merger Sub and (bii) no any past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliatestockholder, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing foregoing) shall have any liability (whether in contractContract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Acquiror or the Shareholder Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby, except to the extent of the specific obligations expressly under taken by such Person in a separate written agreement.

Non-Recourse. 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, hereto (the “Contracting Parties”) 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 extent of the specific obligations undertaken by such named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no of the Contracting Parties, or any past, present or future Affiliate, director, officer, employee, incorporator, member, partner, shareholder, affiliatestockholder, agent, attorney, attorney advisor or representative or affiliate of any of the foregoing (the “Nonparty Affiliates”) shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Parent, Holdings, Merger Sub or the Shareholder Buyer under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACAcquiror, Merger Sub, the Company or the Shareholder Stockholders under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Non-Recourse. 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 Transactions may only be brought against, the entities Persons that are expressly named as parties hereto, hereto 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 hereto (and then only to the extent of the specific obligations undertaken by such named party in to this AgreementAgreement or any other Transaction Document), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliatestockholder, Affiliate, agent, attorney, advisor or representative or affiliate other Representative of any named party to this Agreement hereto and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliatestockholder, Affiliate, agent, attorney, advisor or representative or affiliate other Representative of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company any Acquisition Entity or the Shareholder SPAC under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions (each of the Persons identified in the foregoing sub-clauses (a) or (b), a “Non-Recourse Party”, and collectively, the “Non-Recourse Parties”).

Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, of or related to this Agreement or the transactions contemplated hereby Transactions may only be brought against, the entities that are expressly named as parties heretoParties, 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACSFS Corp., the Company Company, UWM LLC or the Shareholder GHIV under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. 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 Transactions may only be brought against, the entities that are expressly named as parties hereto, 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Acquiror, First Merger Sub or the Shareholder Second Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. 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 Transactions may only be brought against, the entities that are expressly named as parties hereto, 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Parent or the Shareholder Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.

Non-Recourse. 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 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 extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholderstockholder, affiliateAffiliate, agent, attorney, advisor or representative or affiliate Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPACthe Company, the Company Seller Parties, New Topco, US Holdco, US Merger Sub or the Shareholder FPAC under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.