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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Delwinds Insurance Acquisition Corp.), Agreement and Plan of Merger (Bull Horn Holdings Corp.), Agreement and Plan of Merger (Lakeshore Acquisition I Corp.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 Purchaser, Merger Sub Company or the Company Shareholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 11 contracts
Samples: Company Shareholder Support Agreement (PTK Acquisition Corp.), Company Voting Agreement (MedTech Acquisition Corp), Support Agreement (Collective Growth Corp)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Acquiror or Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Trine Acquisition Corp.), Agreement and Plan of Merger (APX Group Holdings, Inc.), Subscription Agreement (Good Works Acquisition Corp.)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no No past, present or future director, officer, employee, sponsorincorporator, manager, member, general or limited partner, stockholder, equityholder, controlling person, Affiliate, agent, attorney or other Representative of any party hereto or any of their successors or permitted assigns or any direct or indirect director, officer, employee, incorporator, manager, member, general or limited partner, stockholder, equityholder, controlling person, Affiliate, agent, attorney, advisor Representative, successor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor 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 the Purchaser, Merger Sub or the Company 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.
Appears in 6 contracts
Samples: Support Agreement (KnowBe4, Inc.), Support Agreement (Vepf Vii SPV I, L.P.), Support Agreement (Vepf Vii SPV I, L.P.)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party party hereto (and then only to the extent of the specific obligations undertaken by such Party in this Agreementparty), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party party hereto and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Acquiror and Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Property Solutions Acquisition Corp.), Agreement and Plan of Merger (Seaport Global Acquisition II Corp.), Agreement and Plan of Merger (RMG Acquisition Corp.)
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative Representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative 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 PurchaserPurchaser Entities, Merger Sub the Seller or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tingo, Inc.), Agreement and Plan of Merger (MICT, Inc.), Agreement and Plan of Merger (MICT, Inc.)
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, sponsorincorporator, member, partner, stockholder, 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, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative 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 PurchaserCompany, BRPA or Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BRAC Lending Group LLC), Agreement and Plan of Merger (Big Rock Partners Acquisition Corp.), Agreement and Plan of Merger (Big Rock Partners Sponsor, LLC)
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, and the Acquisition Entities as named as Parties and then only with respect to the specific obligations set forth herein with respect to such Partyparties hereto. Except to the extent a Party party hereto (and then only to the extent of the specific obligations undertaken by such Party party hereto) and, in this Agreement)the case of Sponsor and Sponsor Affiliate, pursuant to the Transaction Documents to which they are a party, (ai) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative other Representative of the Company or any Affiliate of the Company (each, a “Company Non-Recourse Party”) or of SPAC or any Party Acquisition Entity (each, an “SPAC Non-Recourse Party”) and (bii) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Merger Sub SPAC or the Company 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.
Appears in 3 contracts
Samples: Subscription Agreement (Grab Holdings LTD), Subscription Agreement (Altimeter Growth Corp.), Business Combination 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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Parent, First Merger Sub or the Company 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gores Holdings VIII Inc.), Agreement and Plan of Merger (Gores Holdings VI, Inc.), Agreement and Plan of Merger (Merida Merger Corp. I)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 ION, the Purchaser, Merger Sub Company or the Company Shareholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (ION Acquisition Corp 1 Ltd.), Company Shareholder Support Agreement (Taboola.com Ltd.), Company Shareholder Support Agreement (Taboola.com Ltd.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 ION, the Purchaser, Merger Sub Company or the Company 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (ION Acquisition Corp 1 Ltd.), Sponsor Support Agreement (Taboola.com Ltd.), Sponsor Support Agreement (Taboola.com Ltd.)
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 Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub Company or the Company Acquiror under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sable Offshore Corp.), Agreement and Plan of Merger (Flame Acquisition Corp.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 Purchaser, Merger Sub Company or the Company 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.
Appears in 2 contracts
Samples: Voting Agreement (Global SPAC Partners Co,), Voting Agreement (Global SPAC Partners Co,)
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 Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, sponsor, incorporator, member, partner, stockholderequityholder, Affiliate, agent, attorney, advisor advisor, consultant or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative Representative or 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 the Purchaser, Merger Sub Purchaser or the Company 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).
Appears in 2 contracts
Samples: Securities Purchase Agreement (WPX Energy, Inc.), Securities Purchase Agreement (WPX Energy, Inc.)
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 Parties, and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party in named party to this Agreement), (a) no past, present or future director, manager, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, manager, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserGHV, Merger Sub AMPSA, MergeCo or the Company Ardagh under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.
Appears in 2 contracts
Samples: Business Combination Agreement (Ardagh Metal Packaging S.A.), Business Combination Agreement (Gores Holdings v Inc.)
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party hereto (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or 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 the Purchaser, Merger Sub any PGHL Party or the Company 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Foley Trasimene Acquisition II)
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent that such Person or entity is a Party hereto (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Deep Medicine Acquisition Corp.), Agreement and Plan of Merger (Deep Medicine Acquisition Corp.)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 each Contributor, Contributed Company, the PurchaserContributors’ Representative, Merger Sub PEGC I or the Company 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.
Appears in 2 contracts
Samples: Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.), Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.)
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Buyer or Merger Sub or the Company 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edify Acquisition Corp.), Agreement and Plan of Merger (Unique Logistics International, Inc.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent named as a Party party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Acquiror or Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Graf Industrial Corp.), Agreement and Plan of Merger (Graf Acquisition Corp. IV)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, sponsor, incorporator, member, partner, stockholderequityholder, Affiliate, agent, attorney, advisor advisor, consultant or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub or the Company 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.
Appears in 2 contracts
Samples: Voting and Support Agreement (Patterson Uti Energy Inc), Voting and Support Agreement (Patterson Uti Energy Inc)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Merger Sub Ackrell or the Company Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stockholder Support Agreement (ACKRELL SPAC Partners I Co.), Stockholder Support Agreement (Blackstone Products, Inc.)
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 for the named Parties to the extent a Party this Agreement (and then only to the extent of the specific obligations undertaken by such each named Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub or the Company Party under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kingswood Acquisition Corp.), Agreement and Plan of Merger (Gordon Pointe Acquisition Corp.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 the PurchaserITAC, Merger Sub Arbe or the Company 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.
Appears in 2 contracts
Samples: Voting and Support Agreement (Arbe Robotics Ltd.), Voting and Support Agreement (Industrial Tech Acquisitions, Inc.)
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, and the Acquisition Entities as named as Parties and then only with respect to the specific obligations set forth herein with respect to such PartyParties. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this AgreementParty), (ai) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative other Representative of the Company or Affiliate any Acquisition Entity (each, a “Company Non-Recourse Party”) or of any Party SPAC (each, an “SPAC Non-Recourse Party”) and (bii) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 the PurchaserCompany, Merger Sub SPAC or the Company 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.
Appears in 2 contracts
Samples: Business Combination Agreement (Lanvin Group Holdings LTD), Business Combination Agreement (Primavera Capital Acquisition Corp.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, manager, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative Representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, manager, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative 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 PurchaserCompany, Acquiror or Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Spring Valley Acquisition Corp.), Agreement and Plan of Merger (Spring Valley Acquisition Corp.)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partythat party. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party that named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, Affiliate or agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present such Person or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub Company or the Company 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.
Appears in 1 contract
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party party hereto (and then only to the extent of the specific obligations undertaken by such Party party in this Agreement), or its successor or transferee, (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate other Representative of any Party party hereto and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, stockholder, 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 PurchaserSPAC, Merger Sub the Company, or the Company Shareholders under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Shareholder Support Agreement and Deed (YishengBio Co., LTD)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, sponsor, incorporator, member, partner, stockholderequityholder, Affiliate, agent, attorney, advisor advisor, consultant or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub or the Company 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.
Appears in 1 contract
Samples: Voting and Support Agreement (Pioneer Natural Resources Co)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserAcquiror, Merger Sub I, Merger Sub II or the Company Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (North Mountain Merger Corp.)
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 Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Acquiror or Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions. Notwithstanding anything to the contrary in this Section 11.15, nothing in this Section 11.15 shall in any way limit (i) any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement or (ii) Acquiror’s or Merger Sub’s rights under the Support Agreements.
Appears in 1 contract
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserIAC, Merger Sub or the Company Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Stockholder Support Agreement (Insight Acquisition Corp. /DE)
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 Parties, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 SFS Corp., the PurchaserCompany, Merger Sub UWM LLC or the Company GHIV under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.
Appears in 1 contract
Samples: Business Combination Agreement (Gores Holdings IV, Inc.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Acquiror, or Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. II)
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party hereto (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or 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 the Purchaser, Merger Sub any CorpAcq Party or the Company CCVII 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Churchill Capital Corp VII)
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 named as Parties parties hereto and any express guarantor of any such party’s obligations hereunder and then only with respect to the specific obligations set forth herein with respect to such Partyparty; provided, however, that the foregoing shall not relieve any party or Pre-Closing Holder for liability with respect to fraud. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub Company or the Company 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GP Investments Acquisition Corp.)
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 Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Acquiror, First Merger Sub or the Company 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.
Appears in 1 contract
Samples: Business Combination Agreement (Global Partner Acquisition Corp II)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Parent, First Merger Sub or the Company 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gores Metropoulos, Inc.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (ai) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (bii) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub or the Company or 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.
Appears in 1 contract
Samples: Sponsor Support Agreement (Deep Medicine Acquisition Corp.)
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 Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Acquiror or Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chardan Healthcare Acquisition 2 Corp.)
Non-Recourse. This Agreement may only be enforced only against, and any action, legal proceeding or 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 only 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 With respect to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement)each party, (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliateshareholder, agent, attorney, advisor advisor, lender or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing such named party shall have any 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 of any one or more of the Purchaser, Merger Sub or the Company under this Agreement of such named party or for any action, legal proceeding or claim based on, arising out of, of or related to this Agreement or the transactions contemplated herebyhereby and thereby. The provisions of this Section 6.08 are intended to be for the benefit of, and enforceable by the directors, officers, employees, incorporators, members, partners, stockholders, agents, attorneys, advisors, lenders and other representatives and Affiliates referenced in this Section 6.08, and each such Person shall be a third-party beneficiary of this Section 6.08.
Appears in 1 contract
Samples: Voting Agreement (Infrastructure & Energy Alternatives, Inc.)
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party named party (and then only to the extent of the specific obligations undertaken by such 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, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub Acquiror Parties or the Company Parties under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.
Appears in 1 contract
Samples: Business Combination Agreement (L&F Acquisition Corp.)
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub Subs or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kludein I Acquisition Corp)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserAcquiror, Merger Sub Sub, the Company or the Company Stockholders under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Subscription Agreement (LGL Systems Acquisition Corp.)
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Acquiror, First Merger Sub or the Company 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. 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Churchill Capital Corp III)
Non-Recourse. This Except as set forth in Section 10.4, 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 Transaction may only be brought against, the entities Persons that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party hereto (and then only to the extent of the specific obligations undertaken by such Party in to this AgreementAgreement or any other Transaction Document), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate other Representative of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, stockholder, 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 the PurchaserCompany, Merger Sub I, Merger Sub II or the Company SPAC under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransaction.
Appears in 1 contract
Samples: Business Combination Agreement (Gesher I Acquisition Corp.)
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Topco, Acquiror or Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Conyers Park II Acquisition Corp.)
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative or 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 the Purchaser, Merger Sub or the Company Parties 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.
Appears in 1 contract
Samples: Business Combination Agreement (Plum Acquisition Corp. I)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement or any other Transaction Agreement (and then only to the extent of the specific obligations undertaken by such Party in this Agreementnamed party and not otherwise), (a) no past, present or future equity holder, controlling person, director, officer, employee, sponsoragent, incorporatorattorney, Affiliate, member, manager, general or limited partner, stockholder, Affiliate, agent, attorney, advisor investor or representative or Affiliate assignee of any Party and (b) no party to this Agreement, nor any past, present or future equity holder, controlling person, director, officer, employee, sponsoragent, incorporatorattorney, Affiliate, member, manager, general or limited partner, stockholder, Affiliate, agent, attorney, advisor investor or representative 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 the Purchaser, Merger Sub Parties or the Company 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] 106
Appears in 1 contract
Samples: Purchase Agreement (CLARIVATE PLC)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this AgreementParty), (ai) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative other Representative of the Company, SPAC, Merger Sub 1 or Affiliate of any Party Merger Sub 2 and (bii) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 the PurchaserCompany, SPAC, Merger Sub 1 or the Company 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”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (L Catterton Asia Acquisition Corp)
Non-Recourse. This Subject in all respects to the last sentence of this Section 13.14, 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 may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Buyer, First Merger Sub or the Company 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. Notwithstanding the foregoing, nothing in this Section 13.14, shall limit, amend or waive any rights or obligations of any party to any Transaction Agreement.
Appears in 1 contract
Samples: Letter Agreement (Mudrick Capital Acquisition Corp. II)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this AgreementParty), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative other Representative of the Company, SPAC, Merger Sub 1 or Affiliate of any Party Merger Sub 2 and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 the PurchaserCompany, SPAC, Merger Sub 1 or the Company 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”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (L Catterton Asia Acquisition Corp)
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party hereto (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or 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 the Purchaser, Merger Sub any BCG Party or the Company Avalon 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.
Appears in 1 contract
Samples: Business Combination Agreement (Avalon Acquisition Inc.)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, sponsor, incorporator, member, partner, stockholderequityholder, Affiliate, agent, attorney, advisor advisor, consultant or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub or the Company 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.
Appears in 1 contract
Samples: Form of Voting and Support Agreement (Pioneer Energy Services Corp)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserGCAC, Merger Sub or the Company Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Stockholder Support Agreement (Growth Capital Acquisition Corp.)
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 Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 the PurchaserCompany, Parent or Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.
Appears in 1 contract
Samples: Stockholder Support Agreement (Andretti Acquisition Corp.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, the Seller Parties, New Topco, US Holdco, US Merger Sub or the Company FPAC under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Far Point Acquisition Corp)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (ai) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (bii) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, the Cision Owner, Acquiror, Holdings or Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capitol Acquisition Corp. 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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserAcquiror, Merger Sub Sub, the Company or the Company Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 the Purchaser, Merger Sub or the Company 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.
Appears in 1 contract
Samples: Stockholder Support Agreement (Andretti Acquisition Corp.)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, Affiliate or agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present such Person or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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) ), obligation or commitment hereunder or for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the PurchaserCompany, Buyer or Merger Sub or the Company 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.
Appears in 1 contract
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party Party; and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub any Wejo Party or the Company 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Virtuoso Acquisition Corp.)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Acquiror, Holdings, Jersey Merger Sub or the Company 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Churchill Capital Corp)
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative or 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 the PurchaserCompany, Plum or Merger Sub or the Company 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.
Appears in 1 contract
Samples: Business Combination Agreement (Plum Acquisition Corp. I)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Parent, Merger Sub I or the Company 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gores Metropoulos II, Inc.)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, sponsor, incorporator, member, partner, stockholderequityholder, Affiliate, agent, attorney, advisor advisor, consultant or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub or the Company 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. Each of Parent and the Company acknowledge that no Holder nor any Holder Related Party has made, and neither Parent nor the Company has not relied upon, any representation related to the matters contemplated by this Agreement, except as set forth in Article V.
Appears in 1 contract
Samples: Form of Voting and Support Agreement (Frank's International N.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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub TSIA or the Company Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Company Holders Support Agreement (TS Innovation Acquisitions Corp.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsorincorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate 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 PurchaserAcquiror, Merger Sub or the Company Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Transaction Support Agreement (Omnichannel Acquisition Corp.)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (ai) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (bii) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub Sellers or the Company Buyer under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Equity Interests Purchase Agreement (Redwood Trust Inc)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, sponsor, incorporator, member, partner, stockholderequityholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no pastadvisor, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor consultant or representative or 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 the Purchaser, Merger Sub or the Company 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.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Laredo Petroleum, Inc.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 the PurchaserSPAC, Merger Sub or the Company or Sponsor (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.
Appears in 1 contract
Samples: Sponsor Support Agreement (Pyrophyte Acquisition Corp.)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party party hereto (and then only to the extent of the specific obligations undertaken by such Party in party to this AgreementAgreement or any other Transaction Document), (ai) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate other Representative of any Party party hereto and (bii) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, stockholder, 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 the PurchaserCompany, Merger Sub any Acquisition Entity or the Company 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”).
Appears in 1 contract
Samples: Business Combination Agreement (Prenetics Global LTD)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent named as a Party party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Acquiror, First Merger Sub or the Company 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ventoux CCM Acquisition Corp.)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this AgreementAgreement and not otherwise), (a) no past, present or future director, manager, officer, employee, sponsor, incorporator, member, partner, stockholderequityholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no pastadvisor, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor consultant or representative or 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 the Purchaser, Merger Sub or the Company 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.
Appears in 1 contract
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officermanager, employee, sponsor, incorporator, managing member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative Representative or Affiliate of any Party and (b) no past, present or future director, manager, managing member, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub Acquiror Parties or the Company Parties under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated herebyTransactions.
Appears in 1 contract
Samples: Letter Agreement Regarding Due Diligence (Astrea Acquisition Corp.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Acquiror, First Merger Sub or the Company 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. II)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this AgreementAgreement and not otherwise), (a) no past, present or future future, director, manager, officer, employee, sponsor, incorporator, member, partner, stockholderequityholder, Affiliate, agent, attorney, advisor advisor, consultant or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub or the Company 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.
Appears in 1 contract
Samples: Voting and Support Agreement (Pioneer Natural Resources Co)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserIAC, Merger Sub or the Company Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Stockholder Support Agreement (Insight Acquisition Corp. /DE)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 Purchaser, Merger Sub Company or the Company Sponsor (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.
Appears in 1 contract
Samples: Sponsor Support Agreement (APRINOIA Therapeutics Holdings LTD)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserAcquiror, Merger Sub or the Company Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Form of Support Agreement (Trine Acquisition Corp.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent the following is a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 the Purchaser, Merger Sub or the Company 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.
Appears in 1 contract
Samples: Stockholder Support Agreement (Andretti Acquisition Corp.)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (ai) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (bii) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserSeller, Blocker Seller, Acquiror, Holdings or Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fintech Acquisition Corp Iii Parent Corp)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party party hereto (and then only to the extent of the specific obligations undertaken by such Party in party to this AgreementAgreement or any other Transaction Document), (ai) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate other Representative of any Party party hereto and (bii) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, stockholder, 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 the PurchaserCompany, the Merger Sub Subs or the Company 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”).
Appears in 1 contract
Samples: Business Combination Agreement (YishengBio Co., LTD)
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 for the named Parties to the extent a Party this Agreement (and then only to the extent of the specific obligations undertaken by such each named Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 the Purchaser, Merger Sub or the Company Party under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub Purchaser Parties or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Business Combination Agreement (Mars Acquisition Corp.)
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent that any Person is directly a Party party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 the Purchaser, Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Malacca Straits Acquisition Co LTD)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserGCAC, Merger Sub or the Company Stockholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Stockholder Support Agreement (Growth Capital Acquisition Corp.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 Avalon, the Purchaser, Merger Sub Company or the Company 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.
Appears in 1 contract
Samples: Founder Voting and Support Agreement (Avalon Acquisition Inc.)
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub Company or the Company 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.
Appears in 1 contract
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, Acquiror, Merger Sub I or the Company Merger Sub II under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (North Mountain Merger Corp.)
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party hereto (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub any Company Party or the Company SPAC 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CIIG Capital Partners II, Inc.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 the PurchaserPHP Ventures, Merger Sub or the Company or 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 Hxxxxx’s obligations under this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (PHP Ventures Acquisition Corp.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub the Company or the Company 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.
Appears in 1 contract
Samples: Sponsor Voting Agreement (Industrial Tech Acquisitions II, Inc.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, manager, employee, sponsor, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub Parent or the Company Members under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Company Support Agreement (East Resources Acquisition Co)
Non-Recourse. This Agreement letter agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement letter agreement or the transactions contemplated hereby 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 Party named party to this letter agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreementletter agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this letter agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub or the Company parties under this Agreement letter agreement of or for any claim based on, arising out of, of or related to this Agreement letter agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Gores Holdings VIII Inc.
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 parties hereto and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (ai) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor advisor, sponsor or representative or Affiliate of any Party named party to this Agreement and (bii) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor advisor, sponsor 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 the PurchaserCompany, Merger Sub Holdings, the Blockers, Acquiror, Shelf or the Company 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.. 117
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spartacus Acquisition Corp)
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 and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the PurchaserCompany, SPAC or Merger Sub or the Company 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Churchill Capital Corp IV)
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 parties and 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 Partyparty. Except (i) to the extent a Party 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 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, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, 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 the Purchaser, Merger Sub or the Company 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.
Appears in 1 contract
Samples: Purchase Agreement (Coty Inc.)
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 parties hereto, and then only with respect to the specific obligations set forth herein with respect to such Partyparty. Except to the extent a Party named party to this Agreement (and then only to the extent of the specific obligations undertaken by such Party named party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney, advisor or representative or Affiliate affiliate of any Party named party to this Agreement and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholdershareholder, 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 the PurchaserVSAC, Merger Sub Newsight or the Company 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.
Appears in 1 contract
Samples: Form of Voting and Support Agreement (Vision Sensing Acquisition Corp.)
Non-Recourse. This 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 and then only with respect to the specific obligations set forth herein with respect to such Partyparties hereto. Except to the extent that such Person is a Party party hereto (and then only to the extent of the specific obligations undertaken by such Party in this Agreementparty hereto), (ai) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative other Representative or Affiliate of any Party the Company, Acquiror or Merger Sub and (bii) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative other Representative or Affiliate of any of the foregoing Persons in clause (i) 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 the PurchaserCompany, Acquiror or Merger Sub or the Company under this Agreement of or for any claim based on, arising out of, or related to this Agreement Agreement, the Ancillary Agreements or the transactions contemplated herebyhereby or thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ECP Environmental Growth Opportunities Corp.)
