Common use of Non-Recourse Clause in Contracts

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d).

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything to the contrary that may be based upon, in respect of, arise under, out expressed or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the other Transaction Documents fact that Holder or otherwise to any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the contrarybenefits of this Agreement, each party covenants, agrees and acknowledges, on behalf of itself acknowledges that no person other than Holder and its Affiliates successors and its permitted assignees shall have any obligation hereunder and their respective representativesthat it has no rights of recovery against, that and no recourse hereunder or under this Agreement Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any other Transaction Document documents or instruments delivered in connection herewith or therewith shall be had against (i) against, any pastformer, present current or future direct or indirect equity holderdirector, controlling personofficer, agent, Affiliate, membermanager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, stockholderequityholder, incorporator, representative manager or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee member of any of the foregoing (unless such Person is also each, other than H▇▇▇▇▇ and its successors and permitted assignees, a party“Holder Affiliate”), and none whether by or through attempted piercing of the foregoing shall have corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any liability hereunder assessment or thereunder (in each caseby any legal or equitable proceeding, whether in tortor by virtue of any statute, contract regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), it being (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agreed agree and acknowledged acknowledge that no personal liability or losses whatsoever shall attach to, be imposed on on, or otherwise be incurred by any of the aforementionedHolder Affiliate, as such, arising out for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of, such obligations or their creation.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, controlled Affiliates, members, managers, general or limited partners, stockholders and assignees of it and its controlled Affiliates, that all Action, claims, obligations, losses liabilities, or causes of action (whether in contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, limited liability company or other entity veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or or any other Transaction Documentagreement referenced herein or contemplated hereby or the transactions contemplated hereunder or thereunder, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein or contemplated hereby (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), and (c) any breach or violation of this Agreement and/or or any other Transaction Document and (d) any failure of the transactions agreement referenced herein or contemplated hereby or in the other Transaction Documents to be consummatedhereby, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto in the preamble to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement (or any other Transaction Document shall be had against (iagreement referenced herein or contemplated hereby, as applicable) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)and in accordance with, and none of subject to the foregoing shall have terms of, this Agreement (or any liability hereunder other agreement referenced herein or thereunder (contemplated hereby, in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, case as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (dapplicable).

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsand notwithstanding the fact that certain of the parties hereto may be partnerships, losses limited liability companies, corporations or other entities, each Holder covenants, agrees and acknowledges that no recourse or any claims or causes of action (whether in tortcontract, contract tort or otherwise) under or that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to (a) this Agreement and/or or any other Transaction Document, (b) documents or instruments delivered by any Person pursuant hereto or the negotiation, execution or performance of this Agreement and/or hereof or thereof (including any other Transaction Document, (c) any breach representation or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby warranty made in or in the other Transaction Documents connection with, or as an inducement to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in enter into this Agreement or the other Transaction Documents or otherwise to the contrarysuch documents and instruments), each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any pastof the Company’s, present TopCo Parent’s, the Apollo Funds’, AP VIII Prime Security’s, the ▇▇▇▇ Equityholder’s or any Holder’s or any of the foregoing’s respective Affiliates’ former, current or future direct or indirect equity holderholders, controlling personPersons, Affiliatestockholders, memberdirectors, managerofficers, employees, agents, Affiliates, members, financing sources, managers, general or limited partnerpartners or assignees, stockholderconsultants, incorporatorattorneys, advisors, portfolio companies in which any such party or any of their investment fund Affiliates have made a debt or equity investment (and vice versa) or any other representative of the Apollo Funds (including any Person negotiating or assignee executing this Agreement on behalf of a party hereto) (each, a “Related Party” and collectively, the “Related Parties”), in each case other than (subject, for the avoidance of doubt, to the provisions of this Agreement, the Certificate of Incorporation and the Bylaws) the Company, TopCo Parent, the Holders or any of their respective assignees under this Agreement, whether by the enforcement of any party hereto assessment or thereto (unless such Person is also a party) by any legal or (ii) any pastequitable proceeding, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by virtue of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)applicable law, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementionedRelated Parties, as such, arising out offor any obligation or liability of the Company, TopCo Parent, the Apollo Funds, AP VIII Prime Security, the ▇▇▇▇ Equityholder or any Holder under this Agreement or any documents or instruments delivered by any Person pursuant hereto for any claim based on, in connection with respect of or related by reason of such obligations or liabilities or their creation; provided, however, that nothing in this Section 15.20 shall relieve or otherwise limit the liability of the Company or any manner to the items in the immediately preceding clauses (a) through (d)Holder, as such, for any breach or violation of its obligations under such agreements, documents or instruments.

Non-Recourse. All actionsNotwithstanding anything herein to the contrary, obligationsthis Agreement may only be enforced against, losses or causes of action and any Proceeding (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect arising out of, arise under, out or related to or by reason of, be connected with, or relate in any manner to of (ai) this Agreement and/or or any other Transaction DocumentDocument or the Transactions, (bii) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (ciii) any breach or violation of this Agreement and/or Agreement, any other Transaction Document and or any other agreement referenced herein or therein or (div) any failure of the transactions contemplated hereby hereunder or in the under any Transaction Document or any other Transaction Documents agreement referenced herein or therein to be consummated, in each case, consummated may only be made against (and are those solely of) brought against, the Persons that are expressly named as parties hereto or thereto thereto, as applicable (together with any assignee of a party hereto pursuant to Section 9.3 (Assignment)) and then only with respect to the extent specific obligations set forth herein and thereinwith respect to such party. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates the Company Related Parties and its and their respective representativesParent Related Parties, as applicable, that no recourse under this Agreement or Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against any other person, including any Parent Related Party or Company Related Party, and no other person, including any Parent Related Party or Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or Liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto through (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwiseiv), it being expressly agreed and acknowledged that no personal liability Liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (ai) through (div), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (subject in all respects to the limitations set forth in this Agreement) (x) against any person that is party to and solely pursuant to the terms and conditions of, the Confidentiality Agreement, or (y) against Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary herein or otherwise, no Parent Related Party or Company Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsExcept as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, losses liabilities, or causes of action (whether in contract or in tort, contract at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, or performance of this Agreement and/or (including any other Transaction Document, (c) any breach representation or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummatedwarranty made in, in each caseconnection with, or as an inducement to, this Agreement), may only be made only against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties hereto or thereto in the preamble to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or (the other Transaction Documents or otherwise to the contrary“Contracting Parties”). No Person who is not a Contracting Party, each party covenantsincluding any current, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present former or future direct or indirect equity holderequityholder, incorporator, controlling person, Affiliate, member, manager, general or limited partner, stockholdermember, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholderAffiliate, incorporator, representative or assignee of or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (unless such Person is also a partyor any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), and none of the foregoing shall have any liability hereunder Liability (whether in contract or thereunder (in each case, whether in tort, contract at law or in equity, granted by statute or otherwise)) for any claims, it being expressly agreed and acknowledged that no personal liability causes of action, obligations, or losses whatsoever shall attach toliabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with with, or related in any manner to the items this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the immediately preceding clauses other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (aother than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) through against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (d)i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. All actionsExcept to the extent otherwise set forth in the Ancillary Agreements, all claims, obligations, losses liabilities, or causes of action (whether in contract or in tort, contract in law or otherwisein equity or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, or performance of this Agreement and/or (including any other Transaction Document, (c) any breach representation or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummatedwarranty made in, in each caseconnection with, or as an inducement to, this Agreement), may only be made only against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties hereto or thereto in the preamble to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or (the other Transaction Documents or otherwise to the contrary“Contracting Parties”). No Person who is not a Contracting Party, each party covenantsincluding any current, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present former or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, shareholder, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any party hereto financial advisor to any Contracting Party, or thereto (unless such Person is also a party) or (ii) any pastcurrent, present former or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, shareholder, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (unless such Person is also a partycollectively, the “Nonparty Affiliates”), and none of the foregoing shall have any liability hereunder (whether in contract or thereunder (in each case, whether in tort, contract in law or otherwise)in equity, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute) for any claims, be imposed on causes of action, obligations, or otherwise be incurred by any of the aforementionedliabilities arising under, as such, arising out of, in connection with with, or related in any manner to the items this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach (other than as set forth in the immediately preceding clauses Ancillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) through each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (d)b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsor any document, losses certificate or causes instrument delivered in connection herewith or otherwise (together, the “Transaction Documents”), each Party acknowledges and agrees, on behalf of action itself and its respective Related Persons (whether in tortas defined below), contract or otherwise) that all Proceedings that may be based upon, in respect of, arise under, out or of, by reason of, be connected with, or relate in any manner to (a) this Agreement and/or or any other Transaction DocumentDocument or the transactions contemplated hereby or thereby, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction DocumentDocument (including any representation or warranty made in, in connection with, or as an inducement to, any of the foregoing documents), (c) any breach or violation of this Agreement and/or or any other Transaction Document and or (d) any the failure of the transactions contemplated hereby set forth on this Agreement or in the other any Transaction Documents Document to be consummated, in each case, case may only be made only against (and are those solely of) the Persons that are expressly named as identified parties hereto or thereto to the extent set forth herein and thereinsuch Transaction Document. In furtherance and not in limitation of the foregoing, each Party acknowledges and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any transactions contemplated hereby or thereby shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such other Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless and no such other Person is also a party), and none of the foregoing shall have any liability hereunder liabilities (whether in contract or thereunder (in each case, whether in tort, contract in law or in equity or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute or otherwise, be imposed on whether by or otherwise be incurred by any through attempted piercing of the aforementionedcorporate, as suchpartnership, limited partnership or limited liability company veil or any other theory or doctrine) of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any direct or indirect, past, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source, Affiliate, agent or other representative of any Person or any Affiliate of such Person (collectively, with such Person’s assignees, successors and assigns, the “Related Persons”), through the Company, its Subsidiaries or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of any party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable actions, suits, claims, investigations or proceedings, by virtue of any Applicable Law, or otherwise. The Parties acknowledge and agree that the Related Persons are intended third-party beneficiaries of this Section 5.16. Nothing in this Agreement precludes the Parties or any Related Persons from exercising any rights under the Merger Agreement or any other agreement to which they are specifically a party or an express third-party beneficiary thereof, and nothing in this Agreement shall limit the liability or obligations of any Related Person under any other agreement to which they are specifically a party.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (aA) this Agreement and/or or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (bB) the negotiation, execution or performance of this Agreement and/or or any of the other Transaction DocumentDocuments (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents), (cC) any breach or violation of this Agreement and/or or any other of the other Transaction Document Documents and (dD) any failure of any of the transactions contemplated hereby hereunder or in under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the case of any of the other Transaction Documents, Persons that are expressly named identified as parties hereto or thereto to such other Transaction Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement or such other Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, foregoing and notwithstanding anything contained in this Agreement or any of the other Transaction Documents to the contrary and without limiting the foregoing or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, acknowledges on behalf of itself and its respective Affiliates and its and their respective representativespresent or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Document shall be had against (i) any past, present Documents or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of in connection with any of the foregoing (unless such Person is also a party)transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any Investor Related Party, and none of the foregoing no other Person, including any Investor Related Party, shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that the Company or the Investor Parties, as applicable, may assert: (i) against any Person that is party to and solely pursuant to the terms and conditions of, the Confidentiality Agreement or (ii) against the Investor Parties solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents or otherwise, no party hereto or any Investor Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages or lost profits, opportunity costs, loss of business reputation, diminution in value or damages based upon a multiple of earnings or similar financial measure which may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything that may be based upon, in respect of, arise under, out expressed or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the other Transaction Documents or otherwise to benefits of this Agreement, the contraryShareholder and Parent each covenant, each party covenants, agrees agree and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, acknowledge that no recourse Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement Agreement, or any other Transaction Document claim based on such liabilities, obligations, commitments against, and no personal liability shall be had against (i) any pastattach to, present the former, current or future direct equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or indirect general or limited partners of any of either Party or any former, current or future equity holder, controlling person, Affiliatedirector, memberofficer, manageremployee, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general Affiliate or limited partner, stockholder, incorporator, representative or assignee agent of any of the foregoing (unless such Person is also collectively, but not including the Parties hereto, each a party“Non-Recourse Party”), and none through the other Party or otherwise, whether by or through attempted piercing of the foregoing shall have corporate veil, by or through a claim by or on behalf of the other Party against any liability hereunder Non-Recourse Party, by the enforcement of any assessment or thereunder (in each caseby any legal or equitable proceeding, whether in tortby virtue of any statute, contract regulation or Law, or otherwise). Without limiting the foregoing, it being no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly agreed identified as a Party to this Agreement, and acknowledged that no personal liability recourse will be brought or losses whatsoever shall attach togranted against any of them, be imposed on by virtue of or otherwise be incurred by based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the aforementionedrepresentations, as suchwarranties, arising out ofcovenants or agreements of any Party set forth or contained in this Agreement, in connection with any exhibit or related in schedule hereto, any manner to other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the items in the immediately preceding clauses (a) through (d)other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.

Non-Recourse. All Each party agrees, on behalf of itself and its Affiliates, that all actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract at Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or and the Voting Agreement (together, the “Transaction Documents”) or any other Transaction Document, agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement); (c) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein; and (d) any failure of the transactions Merger or any other transaction contemplated hereby by any Transaction Document or in any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto to this Agreement or thereto the applicable other Transaction Document and, in accordance with, and subject to the extent set forth herein terms and therein. In furtherance and not in limitation conditions of this Agreement or the foregoingapplicable other Transaction Document, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract at Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d). Notwithstanding anything to the contrary herein or otherwise, no Lender Related Party shall have any liability or obligation in connection with or related in any manner to the aforementioned to any Person that is not a party to the Financing or the Commitment Letter. Notwithstanding anything to the contrary herein or otherwise, none of the Company, its Affiliates or its or their respective Representatives shall be responsible or liable for (i) any multiple, consequential, indirect, special, statutory or exemplary damages, in each case to the extent not recoverable under applicable common Law or (ii) punitive damages, in each case which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything that may be based uponexpressed or implied in this Agreement, in respect ofby its acceptance of this Agreement, arise undereach party hereto covenants, out or by reason of, be connected with, or relate in acknowledges and agrees that no Person other than the parties hereto shall have any manner to obligation hereunder and that (a) this Agreement and/or notwithstanding that any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto may be a partnership or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoinglimited liability company, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse hereunder or under this Agreement any documents or any other Transaction Document instruments delivered in connection herewith shall be had against (i) any pastformer, present current or future future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity holderinterests or securities of any of the parties hereto (whether such holder is a limited or general partner, controlling person, Affiliatemanager, member, managerstockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling personsecurityholder, Affiliate, member, manager, general controlling Person or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)foregoing, and none or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing shall have other than the parties hereto or their respective successors or assignees under the this Agreement (any liability hereunder such Person or thereunder entity, other than the parties hereto or their respective successors or assignees under this Agreement, a “Related Party”) or any Related Party of the Related Parties of the parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable Proceeding, or by virtue of any applicable Law; and (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that b) no personal liability or losses whatsoever shall will attach to, be imposed on or otherwise be incurred by any Related Party of the aforementionedany party hereto or any Related Party of such party’s Related Parties under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, as such, arising out in respect of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of such obligations hereunder or by their creation. [Signature pages follow.]

Non-Recourse. All actionsEach party agrees, on behalf of itself and its Affiliates (and, in the case of the Company, the Company Related Parties, and, in the case of Parent, the Parent Related Parties), that all Actions, claims, obligations, losses liabilities, or causes of action (whether in contract or in tort, contract in Law, or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (aA) this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (bB) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to this Agreement, any other Transaction Document or such other agreement), (cC) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein, and (dD) any failure of the transactions contemplated hereby hereunder or in under any Transaction Document or any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to this Agreement in accordance with, and subject to the extent terms and conditions of, this Agreement (but subject to the exceptions set forth herein and thereinin the next sentence). In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees agrees, and acknowledges, on behalf of itself and its respective Affiliates and its and their respective representatives(and, in the case of the Company, the Company Related Parties, and, in the case of Parent, the Parent Related Parties), that no recourse under this Agreement Agreement, any other Transaction Document, or any other Transaction Document agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against (i) any pastother Person, present or future direct or indirect equity holderincluding any Company Related Party, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)Parent Related Party, and none of the foregoing any Debt Financing Sources Related Party, and no other Person, including any Company Related Party, any Parent Related Party, and any Debt Financing Sources Related Party, shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether contract or in tort, contract in Law, or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on on, or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with with, or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that (1) the Company, Parent, or Merger Sub, as applicable, may assert (subject with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.02 and this Section 9.13): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (ii) against each Guarantor under, if, as, and when required pursuant to the terms and conditions of, the Guarantee; (iii) against the equity providers for specific performance of their obligation to fund their committed portions of the Equity Financing, solely in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter; or (iv) against the Company, Parent, and Merger Sub, solely in accordance with, and pursuant to the terms and conditions of, this Agreement and (2) Parent and its Affiliates may assert, including by bringing an Action, against the Debt Financing Sources pursuant to the terms and conditions of the Commitment Letters. Notwithstanding anything to the contrary herein or otherwise, no Company Related Party, Parent Related Party, or Debt Financing Sources Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary, or punitive damages that may be alleged as a result of this Agreement, the other Transaction Documents, or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing. [The remainder of this page is intentionally left blank.]

Non-Recourse. All Each party hereto agrees, on behalf of itself and its Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that all actions, claims, obligations, losses liabilities or causes of action (whether in contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (aA) this Agreement and/or or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (bB) the negotiation, execution or performance of this Agreement and/or or any of the other Transaction DocumentDocuments (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents), (cC) any breach or violation of this Agreement and/or or any other of the other Transaction Document Documents and (dD) any failure of any of the transactions contemplated hereby hereunder or in under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the case of any of the other Transaction Documents, Persons that are expressly named identified as parties hereto or thereto to such other Transaction Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement or such other Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, foregoing and notwithstanding anything contained in this Agreement or any of the other Transaction Documents to the contrary and without limiting the foregoing or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, acknowledges on behalf of itself and its respective Affiliates and its and their respective representativespresent or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Document shall be had against (i) any past, present Documents or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of in connection with any of the foregoing (unless such Person is also a party)transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any Investor Related Party, and none of the foregoing no other Person, including any Investor Related Party, shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that Parent, the Company or the Investor, as applicable, may assert against the Investor solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents or otherwise, no party hereto or any Investor Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages or lost profits, opportunity costs, loss of business reputation, diminution in value or damages based upon a multiple of earnings or similar financial measure which may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything that may be based uponexpressed or implied in this Agreement, in respect ofby its acceptance of this Agreement, arise undereach party hereto covenants, out or by reason of, be connected with, or relate in acknowledges and agrees that no Person other than the parties hereto shall have any manner to obligation hereunder and that (a) this Agreement and/or notwithstanding that any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto may be a partnership or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoinglimited liability company, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse hereunder or under this Agreement any documents or any other Transaction Document instruments delivered in connection herewith shall be had against (i) any pastformer, present current or future future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity holderinterests or securities of any of the parties hereto (whether such holder is a limited or general partner, controlling person, Affiliatemanager, member, managerstockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling personsecurityholder, Affiliate, member, manager, general controlling Person or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)foregoing, and none or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing shall have other than the parties hereto or their respective successors or assignees under the this Agreement (any liability hereunder such Person or thereunder entity, other than the parties hereto or their respective successors or assignees under this Agreement, a “Related Party”) or any Related Party of the Related Parties of the parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable Proceeding, or by virtue of any applicable Law; and (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that b) no personal liability or losses whatsoever shall will attach to, be imposed on or otherwise be incurred by any Related Party of the aforementionedany party hereto or any Related Party of such party’s Related Parties under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, as such, arising out in respect of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of such obligations hereunder or by their creation.

Non-Recourse. All actionsThe Corporation covenants, obligations, losses agrees and acknowledges that no person other than the parties hereto shall have any obligation hereunder or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of connection with the transactions contemplated hereby and that, notwithstanding that the Investor or any of its permitted assigns may be a partnership or limited liability company or other entity, the Corporation has no rights of recovery against and no recourse hereunder or under any documents or instruments delivered in connection herewith or in the other Transaction Documents respect of any oral representations made or alleged to be consummated, have been made in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto connection herewith or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document therewith shall be had against (i) any pastof the former, present current or future direct directors, officers, employees, agents, general or indirect equity holderlimited partners, controlling personmanagers, Affiliatemembers, memberstockholders, managerAffiliates, assignees or representatives of the Investor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general assignee or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a partybut not including the Investor, an Investor Related Party), and none whether by or through attempted piercing of the foregoing shall have corporate (or limited liability company or limited partnership) veil, by the enforcement of any liability hereunder assessment or thereunder (in each caseby any legal or equitable proceeding, whether in tort, contract or otherwise)by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any Investor Related Party for any obligations of the aforementionedInvestor or any of its successors or assigns under this Agreement, as suchunder the Acquisition Agreement or under any documents or instrument delivered in connection herewith or therewith, arising out in respect of any transaction contemplated hereby or thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort or contract) based on, in respect of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of such obligations or their creation.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement or any document, obligationsagreement, losses or causes instrument delivered contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of action the benefits of the Transaction Documents, covenants, agrees and acknowledges that no Persons other than the parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out by or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself such party against such Persons and its Affiliates and its and their respective representativesentities, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by the enforcement of any party hereto assessment or thereto (unless such Person is also a party) by any legal or (ii) any pastequitable proceeding, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by virtue of any of the foregoing (unless such Person is also a party)statute, and none of the foregoing shall have any liability hereunder regulation or thereunder (in each caseother applicable law, whether in tort, contract or otherwise), ; it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on on, or otherwise be incurred by any of the aforementionedsuch Persons, as such, arising out for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding anything in connection with or related in any manner the Transaction Documents to the items in contrary, the immediately preceding clauses (a) through (d)liability of the Värde Parties shall be several, not joint.

Non-Recourse. All actionsActions, proceedings, obligations, losses Losses or causes of action (whether in contract, in tort, contract in Law or otherwisein equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (ai) this Agreement and/or any or the other Transaction DocumentDocuments, (bii) the negotiation, execution or performance of this Agreement and/or any or the other Transaction DocumentDocuments (including any representation or warranty made in connection with, or as inducement to, this Agreement), (ciii) any breach or violation of this Agreement and/or any or the other Transaction Document Documents and (div) any failure of the transactions contemplated hereby by this Agreement or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and thereinhereto. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in any other provision of this Agreement or the other Transaction Documents or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, acknowledges that no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other Transaction Document related document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative Representative, or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) to this Agreement, nor any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative Representative or assignee of any of the foregoing (unless such Person is also a party)foregoing, and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in contract, tort, contract equity, Law or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise), it being expressly agreed and acknowledged that no personal liability Liability or losses Losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (ai) through (div).

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwisea) Anything that may be based upon, in respect of, arise under, out expressed or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained implied in this Agreement or the other Transaction Documents or otherwise to the contrarynotwithstanding, each party of the parties hereto covenants, acknowledges and agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under person other than the parties to this Agreement shall have any liability or obligation hereunder and that, (i) the fact that any other Transaction Document Affiliate of any of the parties to this Agreement may be a partnership or limited liability company notwithstanding, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against (i) any pastformer, present current or future direct or indirect equity holderdirector, controlling personofficer, employee, agent, partner, manager, member, securityholder, Affiliate, member, manager, general or limited partner, stockholder, incorporatorcontrolling Person, assignee or representative of the parties hereto under this Agreement or assignee under the Merger Agreement (any such person or entity, other than the parties to this Agreement, or their assignees under this Agreement or the Merger Agreement, a “Related Party”) or any Related Party of any party hereto of such parties’ Related Parties (including, without limitation, in respect of any liabilities or thereto (unless such Person is also obligations arising under, or in connection with, any claim, including, without limitation, any claim of breach of a party’s obligations under the Merger Agreement and the transactions contemplated thereby or under this Agreement and the transactions contemplated hereby) whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, and (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall will attach to, be imposed on or otherwise be incurred by any Related Party of any of the aforementionedparties to this Agreement or any Related Party of any of such parties’ Related Parties under this Agreement or for any claim based on, as such, arising out in respect of, or by reason of the transactions contemplated hereby or contemplated by the Merger Agreement, or by the creation of such transactions. Nothing in connection with this Agreement, express or related in implied, is intended to or shall confer upon any manner person, other than the parties to the items in the immediately preceding clauses (a) through (d)this Agreement, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Non-Recourse. All actionsEach Party agrees, on behalf of itself and its Affiliates and Representatives, that all proceedings, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (aA) this Agreement and/or or any other Transaction Documentagreement referenced herein (other than the Support Agreement) or the transactions contemplated hereunder, (bB) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein (other than the Support Agreement) (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement (other than the Support Agreement)), (cC) any breach or violation of this Agreement and/or or any other Transaction Document agreement referenced herein (other than the Support Agreement) and (dD) any failure of the transactions contemplated hereby hereunder or in any other agreement referenced herein (other than the other Transaction Documents Support Agreement) to be consummated, in each case, may only be made only against (and are those solely of) the Persons persons that are expressly named identified herein as parties hereto or thereto the Parties to this Agreement and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the any other Transaction Documents agreement referenced herein or otherwise to the contrary, each party Party covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and its and their respective representativesRepresentatives, that no recourse under this Agreement or any other Transaction Document agreement referenced herein (other than the Support Agreement) or in connection with any transactions contemplated hereby shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), other person and none of the foregoing no other person shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that any Party may assert against another Party solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Section 11.11, nothing in this Section 11.11 shall in any way limit Parent’s or Sub’s rights under the Support Agreement.

Non-Recourse. All actions(a) Notwithstanding anything to the contrary in this Agreement, obligationsany Purchaser’s liability for any liability, loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or causes of action (damages, whether at law, in tortequity, contract in contract, in tort or otherwise) that arising under or in connection with any breach of this Agreement or any other Transaction Agreement (whether willfully, intentionally, unintentionally or otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to the Purchase Price opposite such Purchaser’s name on Schedule 1 attached hereto and such Purchaser shall have no further liability or obligation relating to or arising out of this Agreement, any other Transaction Agreement or the Transactions in excess of such amount. Notwithstanding anything herein to the contrary, the foregoing shall not limit the Company’s rights under Section 7.10. (b) This Agreement may only be enforced against, and any action, claim or cause of action based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made brought against (and are those solely of) the Persons entities that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativessuccessors and assigns (including any Person that executes and delivers a Joinder). Except as set forth in the immediately preceding sentence, that no recourse under this Agreement past, present or future director, officer, employee, incorporator, member, partners (general or limited), stockholder, controlling person, Affiliate, agent, attorney, advisor or representative of any other Transaction Document shall be had against (i) party hereto, or any past, present or future direct director, officer, employee, incorporator, member, partners (general or indirect equity holderlimited), stockholder, controlling person, Affiliate, memberagent, managerattorney, general advisor or limited partnerrepresentative of the foregoing (collectively, stockholder, incorporator, representative the “Specified Persons”) shall have any liability for any obligations or assignee liabilities of any party hereto under this Agreement or thereto (unless such Person is also a party) or (ii) for any pastclaim based on, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out respect of, in connection with or related in any manner to by reason of, the items in the immediately preceding clauses (a) through (d)transactions contemplated hereby.

Non-Recourse. All actionsEach Party agrees, obligationson behalf of itself and its Affiliates (and in the case of the Company, losses or causes of action its Related Parties), that all Actions (whether in Contract or in tort, contract at Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any or the other Transaction DocumentDocuments or the transactions contemplated hereunder or thereunder (including the Financing), (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any other Transaction Document), (c) any breach or violation of this Agreement and/or Agreement, any other Transaction Document and (d) any failure of the transactions contemplated hereby hereunder or in under any Transaction Document (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to the applicable Transaction Document (excluding the Debt Commitment Letters and the Debt Financing Sources), in each case, solely as and to the extent specified, and on the terms and subject to the conditions set forth forth, herein and or therein, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the any other Transaction Documents or otherwise Document to the contrary, and, in accordance with, and subject to the terms and conditions of, this Agreement each party Party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates (and in the case of the Company, its and their respective representativesRelated Parties), that no recourse under this Agreement or Agreement, any other Transaction Document or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any Person (iincluding the Debt Financing Sources) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any who is not a party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of to any of the foregoing Transaction Documents (unless such Person is also a partyexcluding the Debt Commitment Letters) under the Transaction Documents (excluding the Debt Commitment Letters), and none no Person (including the Debt Financing Sources) who is not a party to any of the foregoing Transaction Documents (excluding the Debt Commitment Letters) shall have any liability hereunder liabilities to any party to such Transaction Document under such Transaction Document (whether in Contract or thereunder (in each case, whether in tort, contract in Law or in equity or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute or otherwise, be imposed on whether by or otherwise be incurred by any through attempted piercing of the aforementionedcorporate, as suchlimited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, liabilities arising under, out of, in connection with or related in any manner to the items listed in the immediately preceding clauses (a) through (d)first sentence of this Section 10.13. For the avoidance of doubt, nothing in this Section 10.13 shall limit any obligations of the Debt Financing Sources to Purchaser or its Affiliates.

Non-Recourse. All actions, obligations, losses Any claim or causes cause of action (whether in tort, contract or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made brought against (and are those solely of) the Persons that are expressly named as parties hereto or thereto Parties, and then only with respect to the extent specific obligations set forth herein and thereinherein. In furtherance and not in limitation of the foregoingNo former, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present current or future direct or indirect equity holderequityholders, controlling personPersons, Affiliatestockholders, directors, officers, employees, members, managers, agents, trustees, Affiliates, general or limited partners or assignees of the Parties (except permitted assignees under Section 9.2) or of any former, current or future direct or indirect equityholder, controlling Person, stockholder, director, officer, employee, member, manager, general or limited partneragent, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling persontrustee, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative partner or assignee of any of the foregoing (unless such Person is also a partycollectively, but for the avoidance of doubt excluding the Parties) will have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of any Party under this Agreement or for any Proceeding based on, in respect of, or by reason of, the transactions contemplated hereunder (including the breach, termination or failure to consummate any of the transactions contemplated hereunder), in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable Proceeding, by virtue of any statute, regulation or applicable Law or otherwise and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of a Party hereto or another Person or otherwise. Notwithstanding anything to the contrary contained herein, none of the Seller Related Parties shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Merger Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and no Debt Financing Source shall have any rights or claims against any Party in connection with this Agreement, the Merger Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the Merger (as defined in the Merger Agreement), the foregoing will not limit the rights of the parties to the Debt Financing under any commitment letter related thereto. Notwithstanding any other provision herein, no Debt Financing Source nor any Affiliate of any Debt Financing Source, nor any officer, director, employee, agent, controlling person, advisor or other representative of the foregoing or any successor or permitted assign of any of the foregoing shall have be liable for any liability hereunder indirect, special, punitive or thereunder consequential damages (in each caseincluding, whether in tortwithout limitation, contract any loss of profits, business or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, anticipated savings) in connection with the Financing, the Transactions, or with respect to any activities related in any manner to the items in Financing, including the immediately preceding clauses (a) through (d)preparation of the Commitment Letters and the Fee Letters.

Non-Recourse. All actionsEach Party agrees, on behalf of itself and its Affiliates (and, in the case of the Company, its Related Parties), that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or of or, by reason of, be connected with, or relate in any manner to to: (aA) this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (bB) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (cC) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein and (dD) any failure of the transactions contemplated hereby hereunder or in under any Transaction Document or any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to this Agreement and in accordance with, and subject to, the extent set forth herein terms and thereinconditions hereof. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein or otherwise to the contrary, each party Party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other Person, including any Financing Source Related Party, and no other Person, including any Financing Source Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law, in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company or BidCo, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2, Section 9.12 and this Section 9.17): (i) against any pastPerson that is party to, present or future direct or indirect equity holderand solely pursuant to the terms and conditions of, controlling personthe Confidentiality Agreements, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any pastagainst the Company, present BidCo, or future direct or indirect equity holderCompany Sub (solely with respect to its obligations hereunder), controlling personas applicable, Affiliatesolely in accordance with, memberand pursuant to the terms and conditions of, manager, general or limited partner, stockholder, incorporator, representative or assignee of any this Agreement and (2) BidCo and its Affiliates may assert against the financing sources pursuant to the terms and conditions of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)Commitment Letter, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD). Notwithstanding anything to the contrary herein or otherwise, no BidCo Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive or consequential damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its controlled affiliates, that all proceedings, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (aA) this Agreement and/or or any other Transaction Documentagreement referenced herein or the transactions contemplated hereunder (including any financing obtained in connection with the transactions contemplated by this Agreement), (bB) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (cC) any breach or violation of this Agreement and/or or any other Transaction Document agreement referenced herein and (dD) any failure of the transactions contemplated hereby hereunder or any other agreement referenced herein (including any agreement in respect of financing obtained in connection with the other Transaction Documents transactions contemplated by this Agreement) to be consummated, in each case, may only be made only against (and are those solely of) the Persons persons that are expressly named identified herein as parties hereto or thereto to this Agreement and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the any other Transaction Documents agreement referenced herein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativescontrolled affiliates, that no recourse under this Agreement or any other Transaction Document agreement referenced herein or in connection with any transactions contemplated hereby (including any financing obtained in connection with the transactions contemplated by this Agreement) shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), other person and none of the foregoing no other person shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD)., in each case, except for claims that any party hereto may assert against another party hereto solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding the foregoing, Parent shall be entitled to bring claims and causes of action against (i) the Lenders related to or arising from the Commitment Letter and the Financing or (ii) the Key Stockholder related to or arising from the Voting Agreement, and, in each case, Parent does not waive any liabilities, claims, causes of action or obligations with respect thereto. [Signature page follows]

Non-Recourse. All actionsNotwithstanding anything herein to the contrary, obligationsthe Company agrees, losses on behalf of itself and the Company Related Parties, and each of Purchaser and Parent agrees, on behalf of itself and its former, current, or causes of action future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents, that all Proceedings (whether in contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or Agreement, any other Transaction Document, the Arrangement or the transactions contemplated hereunder or thereby; (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document (including any representation or warranty made in connection with, or as an inducement to any Transaction Document, ); (c) any breach or violation of this Agreement and/or or any other Transaction Document Document; and (d) any failure of the Arrangement or any other transactions contemplated hereby hereunder or in the other Transaction Documents thereunder to be consummated, in each case, may only be made only against (and are those solely of) ), in this case of this Agreement, the Persons that are expressly named identified as parties hereto or thereto to this Agreement, and in the case of the other Transaction Documents, the applicable parties thereto, and in accordance with, and subject to the extent set forth herein terms and thereinconditions of such Transaction Documents. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Documents or otherwise to the contrarycontrary the Company agrees, on behalf of itself and the Company Related Parties, and each party covenants, agrees of Purchaser and acknowledgesParent agrees, on behalf of itself and its former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates and its and their respective representativesor agents, that no recourse under this Agreement or any of the other Transaction Documents or in connection with the Arrangement or any other transactions contemplated hereunder or under any other Transaction Document shall will be sought or had against (i) any pastother Person, present including any the former, current, or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partnerpartners, stockholderstockholders, incorporatormanagers, representative members, directors, officers, Affiliates or assignee agents of the Company, Parent or Purchaser, and no other Person, including any party hereto or thereto (unless such Person is also a party) or (ii) any pastthe former, present current, or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partnerpartners, stockholderstockholders, incorporatormanagers, representative members, directors, officers, Affiliates or assignee of any agents of the foregoing (unless such Person is also a party)Company, and none of the foregoing shall Parent or Purchaser, will have any liability hereunder personal liabilities or thereunder obligations (whether in each case, whether contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), it being expressly agreed and acknowledged that no personal liability for any claims, causes of action, obligations or losses whatsoever shall attach toliabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Purchaser, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2(f), Section 8.4, Section 9.10 and this Section 9.13): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement, (ii) against the Company, Parent or Purchaser, as applicable, solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (iii) pursuant to any Voting Agreement.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (aA) this Agreement and/or or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (bB) the negotiation, execution or performance of this Agreement and/or or any of the other Transaction DocumentDocuments (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents), (cC) any breach or violation of this Agreement and/or or any other of the other Transaction Document Documents and (dD) any failure of any of the transactions contemplated hereby hereunder or in under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the case of any of the other Transaction Documents, Persons that are expressly named identified as parties hereto or thereto to such other Transaction Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement or such other Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, foregoing and notwithstanding anything contained in this Agreement or any of the other Transaction Documents to the contrary and without limiting the foregoing or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, acknowledges on behalf of itself and its respective Affiliates and its and their respective representativespresent or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Document shall be had against (i) any past, present Documents or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of in connection with any of the foregoing (unless such Person is also a party)transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any Investor Related Party, and none of the foregoing no other Person, including any Investor Related Party, shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that the Company or the Investor Parties, as applicable, may assert: (i) against any Person that is party to and solely pursuant to the terms and conditions of, Section 5.04 or (ii) against the Investor Parties solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents or otherwise, no party hereto or any Investor Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages or lost profits, opportunity costs, loss of business reputation, diminution in value or damages based upon a multiple of earnings or similar financial measure which may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsEach Party agrees, on behalf of itself and its Affiliates and Representatives, that all proceedings, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (aA) this Agreement and/or or any other Transaction Documentagreement referenced herein or the transactions contemplated hereunder (including any financing obtained in connection with the transactions contemplated by this Agreement), (bB) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (cC) any breach or violation of this Agreement and/or or any other Transaction Document agreement referenced herein and (dD) any failure of the transactions contemplated hereby hereunder or any other agreement referenced herein (including any agreement in respect of financing obtained in connection with the other Transaction Documents transactions contemplated by this Agreement) to be consummated, in each case, may only be made only against (and are those solely of) the Persons persons that are expressly named identified herein as parties hereto or thereto to this Agreement and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the any other Transaction Documents agreement referenced herein or otherwise to the contrary, each party Party covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and its and their respective representativesRepresentatives, that no recourse under this Agreement or any other Transaction Document agreement referenced herein or in connection with any transactions contemplated hereby (including any financing obtained in connection with the transactions contemplated by this Agreement) shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), other person and none of the foregoing no other person shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that any Party may assert against another Party solely in accordance with, and pursuant to the terms and conditions of, this Agreement.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything that may be based uponexpressed or implied in this Agreement, in respect ofby its acceptance of this Agreement, arise undereach party hereto covenants, out or by reason of, be connected with, or relate in acknowledges and agrees that no Person other than the parties hereto shall have any manner to obligation hereunder and that (a) this Agreement and/or notwithstanding that any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto may be a partnership or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoinglimited liability company, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse hereunder or under this Agreement any documents or any other Transaction Document instruments delivered in connection herewith shall be had against (i) any pastformer, present current or future future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity holderinterests or securities of any of the parties hereto (whether such holder is a limited or general partner, controlling person, Affiliatemanager, member, managerstockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling personsecurityholder, Affiliate, member, manager, general controlling Person or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)foregoing, and none or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing shall have other than the parties hereto or their respective successors or assignees under this Agreement (any liability hereunder such Person or thereunder entity, other than the parties hereto or their respective successors or assignees under this Agreement, a “Related Party”) or any Related Party of the Related Parties of the parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable Proceeding, or by virtue of any applicable Law; and (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that b) no personal liability or losses whatsoever shall will attach to, be imposed on or otherwise be incurred by any Related Party of the aforementionedany party hereto or any Related Party of such party’s Related Parties under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, as such, arising out in respect of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of such obligations hereunder or by their creation.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement or any document, obligationsagreement, losses or causes instrument delivered contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of action the benefits of this Agreement and the other Transaction Documents, covenants, agrees and acknowledges that no Persons other than the parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out by or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself such party against such Persons and its Affiliates and its and their respective representativesentities, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by the enforcement of any party hereto assessment or thereto (unless such Person is also a party) by any legal or (ii) any pastequitable proceeding, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by virtue of any of the foregoing (unless such Person is also a party)statute, and none of the foregoing shall have any liability hereunder regulation or thereunder (in each caseother applicable law, whether in tort, contract or otherwise), ; it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on on, or otherwise be incurred by any of the aforementionedsuch Persons, as such, arising out for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding anything in connection with or related in any manner the Transaction Documents to the items in contrary, the immediately preceding clauses (a) through (d)liability of the Investors shall be several, not joint.

Non-Recourse. All actionsThis Agreement may only be enforced against, obligations, losses or causes of action (whether in tort, contract or otherwise) and any Legal Proceeding that may be based upon, in respect of, arise under, out of or by reason of, be connected with, with or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, performance or performance breach, of this Agreement and/or Agreement, including, any other Transaction Documentrepresentation or warranty made or alleged to have been made in, (c) any breach in connection with or violation of as an inducement to, this Agreement and/or any (each of such above-described legal, equitable or other Transaction Document and (dtheories or sources of liability, a “Recourse Theory”) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly named identified as parties hereto or thereto in the preamble to the extent set forth herein and therein. In furtherance and not in limitation signature pages of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contraryand solely in their capacities as such. No Person who is not a party hereto (including, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (ia) any pastformer, present current or future direct or indirect equity holder, controlling personPerson, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, memberassignee, managerattorney or representative of, general and any financial advisor or limited partnerlender to (all above-described Persons in this sub-clause (a), stockholdercollectively, incorporator“Affiliated Persons”) a party hereto or any Affiliate of such party, representative and (b) any Affiliated Persons of such Affiliated Persons (the Persons in sub-clauses (a) and (b), together with their respective successors, assigns, heirs, executors or assignee administrators, collectively, “Non-Parties”) will have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory under this Agreement. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event will any party hereto, any of its Affiliates or thereto (unless such any Person is also a party) claiming by, through or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee on behalf of any of them institute any Legal Proceeding under any Recourse Theory against any Non-Party. For the foregoing (unless such Person is also a party), and none avoidance of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)doubt, it being is expressly agreed and acknowledged understood that no personal liability nothing contained herein shall limit the Company’s remedies under the Equity Commitment Letter or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)Guarantee.

Non-Recourse. All actions(a) This Agreement may only be enforced against, obligationsand any Legal Dispute that may be based upon, losses in respect of, arise under, out of or causes by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, performance or breach (whether willful, intentional, unintentional or otherwise), of this Agreement, including any representation or warranty made or alleged to have been made in, in connection with, or as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made or asserted against (and are expressly limited to) the Persons that are expressly identified as the parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such. No Person who is not a party hereto (including (i) any former, current or future direct or indirect equity holder, controlling Person, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, attorney or representative of, and any financial advisor, financing sources” or lender to (all above-described Persons in this sub clause ‎(i), collectively, “Affiliated Persons”) a party hereto or any Affiliate of such party), and (ii) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto (the Persons in subclauses ‎(i) and ‎(ii), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto, “Non-Parties”)) shall have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event shall any party hereto, any of its Affiliates or any Person claiming by, through or on behalf of any of them institute any Legal Dispute under any Recourse Theory against any Non-Party. Notwithstanding anything to the contrary herein, this ‎Section 10.3 shall not limit any rights of Buyer or its Affiliates against the specific Non-Parties pursuant to (and which are party to) the Support Agreements or Option Holder Acknowledgments. (b) No Financing Related Party shall have any liability or obligation to the Parties (other than the Buyer) with respect to this Agreement or with respect to any claim or cause of action (whether in contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (aA) this Agreement and/or any other Transaction Documentor the transactions contemplated hereunder, (bB) the negotiation, execution or performance of this Agreement and/or (including any other Transaction Documentrepresentation or warranty made in, in connection with, or as an inducement to, this Agreement), (cC) any breach or violation of this Agreement and/or any other Transaction Document Agreement, and (dD) any failure of the transactions contemplated hereby or in the other Transaction Documents hereunder to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged by the Parties (other than the Buyer) that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementionedFinance Related Party, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD). For the avoidance of doubt, this Section 10.13(b) does not limit or affect any rights or remedies that the Buyer may have against the parties to the Debt Commitment Letter.

Non-Recourse. All actions(a) Each party hereto agrees, obligationson behalf of itself and its Affiliates, losses that any suit, claim, action or causes of action proceeding (whether in Contract or in tort, contract at law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (ai) this Agreement and/or (including the Debt Financing or any other Transaction Document, debt or equity financing of Parent in connection with this Agreement) or any other transactions contemplated hereunder; (bii) the negotiation, execution or performance of this Agreement and/or (including any other Transaction Documentrepresentation or warranty made in connection with, or as an inducement to, this Agreement); (ciii) any breach or violation of this Agreement and/or any other Transaction Document Agreement; and (div) any failure of the Merger (including the Debt Financing or any other debt or equity financing of Parent in connection with this Agreement) or any other transactions contemplated hereby or in the other Transaction Documents hereunder to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are are, in the case of this Agreement, expressly named identified as parties hereto or thereto to this Agreement (as applicable, the “Contracting Parties”), and in the case of the Confidentiality Agreement, the parties expressly identified as parties to the extent set forth herein and therein. In furtherance and not in limitation of the foregoingConfidentiality Agreement, and notwithstanding anything contained in accordance with, and subject to the terms and conditions of, this Agreement or the other Transaction Documents or otherwise Confidentiality Agreement, as applicable. Notwithstanding anything in this Agreement to the contrary, each party covenants, agrees and acknowledgeshereto (i) agrees, on behalf of itself and its Affiliates and its and their respective representativesaffiliates, that no recourse under this Agreement or in connection with the Merger (including the Debt Financing) or any other Transaction Document shall transactions contemplated hereunder will be sought or had against any other Person, including any of its Affiliates, associates, Representatives and employees, and no other Person, including any of its Affiliates, associates, Representatives and employees, will have any liabilities or obligations (i) any pastwhether in Contract or in tort, present at law or future direct in equity or indirect equity holderotherwise, controlling personor granted by statute or otherwise, Affiliatewhether by or through attempted piercing of the corporate, member, manager, general limited partnership or limited partnerliability company veil or any other theory or doctrine, stockholder, incorporator, representative including alter ego or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a partyotherwise), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tortother than a Contracting Party, contract for any suit, claim, action, proceeding, obligation or otherwise)liability arising under, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (ai) through (div), (ii) waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impute or extend the liability of a Contracting Party to any other Person, whether based on statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (iii) expressly disclaims any reliance upon any Person who is not a Contracting Party with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. (b) Notwithstanding anything herein to the contrary, the Company, on behalf of itself and its Affiliates, hereby agrees that the Debt Financing Sources will not have any liability (whether in Contract or in tort, at law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any suit, claim, action, proceeding, obligation or liability arising under, out of, in connection with or related in any manner to this Agreement or any of the transactions contemplated hereby or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided that nothing in this Section 8.15(b) will limit the liability or obligations of the Debt Financing Sources to Parent under any (i) debt commitment letter with ▇▇▇▇▇▇ (and its successors and assigns) or (ii) definitive documentation with respect to the Debt Financing).

Non-Recourse. All actionsThis Agreement may only be enforced against, obligations, losses or causes of action (whether in tort, contract or otherwise) and any Action that may be based upon, in respect of, arise under, out of or by reason of, be connected with, with or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, performance or performance breach, of this Agreement and/or Agreement, including, any other Transaction Documentrepresentation or warranty made or alleged to have been made in, (c) any breach in connection with or violation of as an inducement to, this Agreement and/or any (each of such above-described legal, equitable or other Transaction Document and (dtheories or sources of liability, a “Recourse Theory”) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly named identified as parties hereto or thereto in the preamble to the extent set forth herein and therein. In furtherance and not in limitation signature pages of the foregoing, and notwithstanding anything contained in this Agreement or and solely in their capacities as such and against Guarantor as provided in the other Transaction Documents or otherwise to the contraryGuarantee. No Person who is not a party hereto (including, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (ia) any pastformer, present current or future direct or indirect equity holder, controlling personPerson, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, memberassignee, managerattorney or representative of, general and any financial advisor or limited partnerlender to (all above-described Persons in this sub-clause (a), stockholdercollectively, incorporator“Affiliated Persons”) a party hereto or any Affiliate of such party, representative and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto and the Guarantor (the Persons in sub-clauses (a) and (b), together with their respective successors, assigns, heirs, executors or assignee administrators, collectively, but specifically excluding the parties hereto and the Guarantor and any Acquiring Person (as defined in the Guarantee), “Non-Parties”) will have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory under this Agreement. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event will any party hereto, any of its Affiliates or thereto (unless such any Person is also a party) claiming by, through or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee on behalf of any of them institute any Action under any Recourse Theory against any Non-Party. Notwithstanding anything to the foregoing (unless such Person is also a party)contrary in this Section 10.11, and none nothing herein shall be deemed to limit any liabilities or other obligations of the foregoing shall have Guarantor or any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of Acquiring Person under the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)Guarantee.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsany other Transaction Document or any document, losses certificate or causes of action (whether instrument delivered in tort, contract connection herewith or otherwise) , each party hereto acknowledges and agrees, on behalf of itself and its respective Related Persons, that all Actions that may be based upon, in respect of, arise under, out or of, by reason of, be connected with, or relate in any manner to (a) this Agreement and/or or any other Transaction DocumentDocument or the Transactions, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction DocumentDocument (including any representation or warranty made in, in connection with, or as an inducement to, any of the foregoing documents), (c) any breach or violation of this Agreement and/or or any other Transaction Document and (d) any the failure of the transactions contemplated hereby or in the other Transaction Documents Transactions to be consummated, in each case, case may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to thereto, as applicable (other than claims by Parent against the extent set forth herein insurers under any buy side representations and thereinwarranty insurance policy obtained by Parent or any of its Affiliates). In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees hereto acknowledges and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such other Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless and no such other Person is also a party), and none of the foregoing shall have any liability hereunder Liabilities (whether in contract or thereunder (in each case, whether in tort, contract in law or in equity or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute or otherwise, be imposed on whether by or otherwise be incurred by any through attempted piercing of the aforementionedcorporate, as suchpartnership, limited partnership or limited liability company veil or any other theory or doctrine) of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or Liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any direct or indirect, past, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source (including, in the case of Parent, Merger Sub, Sponsor and their respective Affiliates, the Debt Financing Sources), Affiliate, agent or other Representative of any party hereto or any Affiliate of any party hereto, through Parent, Merger Sub, the Company, its Subsidiaries or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of any party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable actions, suits, claims, investigations or proceedings, by virtue of any law, or otherwise, except for (i) claims against any Person that is party to, and solely pursuant to the terms and conditions of, the applicable Transaction Document(s), (ii) claims of fraud, (iii) claims against any Person that is party to, and solely pursuant to the terms and conditions of the, the Confidentiality Agreement, and (iv) claims Parent or Merger Sub may, in their sole discretion, assert against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter.

Non-Recourse. All actions(a) This Agreement may only be enforced against, obligations, losses or causes of action (whether in tort, contract or otherwise) that may be and any Proceeding based upon, in respect arising out of, arise under, out or by reason of, be connected withrelated to this Agreement or the Transaction Documents, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other or the Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each caseDocuments, may only be made brought against (the named parties to this Agreement or such Transaction Documents and are those solely of) the Persons that are expressly named as parties hereto or thereto then only with respect to the extent specific obligations set forth herein and therein. In furtherance and not in limitation of or therein with respect to the foregoing, and notwithstanding anything contained in named parties to this Agreement or the other such Transaction Documents (in all cases, as limited herein or otherwise therein). No Person who is not a named party to the contrarythis Agreement, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) including any past, present or future direct or indirect equity holderdirector, controlling personofficer, Affiliateemployee, incorporator, member, manager, general or limited partner, stockholder, incorporatorAffiliate, agent, trustee, attorney or representative of the Company, the Seller, Buyer or assignee any of their respective Affiliates, will have or be subject to any Liability (whether in contract or in tort) to any other Person resulting from (nor will any party hereto have any claim against any such Person with respect to) (a) the distribution to such party, or party’s use of, or reliance on, any information, documents, projections, forecasts or other material made available to such party in data rooms (electronic or otherwise), confidential information memoranda or management presentations in expectation of, or in connection with, the transactions contemplated by this Agreement or the Transaction Documents, or (b) any claim based on, in respect of, or by reason of, the sale and purchase of the Company, including any alleged non-disclosure or misrepresentations made by any such Persons, in each case, regardless of the legal theory under which such Liability may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and each party waives and releases all such Liabilities against any such Persons. (b) Notwithstanding anything to the contrary contained in this Agreement, none of the Debt Financing Parties shall have any liability to the Company (prior to the Closing) or the Seller for any obligations or liabilities of any party hereto under this Agreement or thereto for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, including any Debt Financing Party Related Proceeding and each of the Company (unless prior to the Closing) and the Seller agrees that it will not bring, or permit any of its Affiliates to bring, any such Person is also a party) Debt Financing Party Related Proceeding against or involving any Debt Financing Party and waives any rights or claims against any Debt Financing Party in connection with the foregoing (ii) whether in contract, tort, equity or otherwise); provided that Buyer may enforce, and seek remedies under, any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee definitive agreement entered into in connection with the Debt Financing and nothing in this Agreement shall limit the rights of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have parties to any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, definitive agreement entered into in connection with the Debt Financing. Each party hereto agrees that the Debt Financing Parties are express third party beneficiaries of, and may rely upon and enforce, any provisions in this Agreement reflecting the foregoing agreements in this Section 10.14 (including the Lender Protective Provisions) and the definition of “Debt Financing Sources” and “Debt Financing Parties” (and any other provision of this Agreement the amendment, modification or related alteration of which has the effect of modifying such provisions) shall not be amended in any manner way materially adverse to the items in Debt Financing Parties, without the immediately preceding clauses (a) through (d)prior written consent of the Debt Financing Sources.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsor any document, losses certificate or causes instrument delivered in connection herewith or otherwise (together, the “Transaction Documents”), the Company acknowledges and agrees, on behalf of action itself and its respective Related Persons (whether in tortas defined below), contract or otherwise) that all Proceedings that may be based upon, in respect of, arise under, out or of, by reason of, be connected with, or relate in any manner to (a) this Agreement and/or or any other Transaction DocumentDocument or the Transactions, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction DocumentDocument (including any representation or warranty made in, in connection with, or as an inducement to, any of the foregoing documents), (c) any breach or violation of this Agreement and/or or any other Transaction Document and or (d) any the failure of the transactions contemplated hereby or in the other Transaction Documents Transactions to be consummated, in each case, case may only be made only against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and thereinidentified Parties hereto. In furtherance and not in limitation of the foregoing, the Company acknowledges and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such other Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless and no such other Person is also a party), and none of the foregoing shall have any liability hereunder liabilities (whether in contract or thereunder (in each case, whether in tort, contract in law or in equity or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute or otherwise, be imposed on whether by or otherwise be incurred by any through attempted piercing of the aforementionedcorporate, as suchpartnership, limited partnership or limited liability company veil or any other theory or doctrine) of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any direct or indirect, past, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source, Affiliate, agent or other representative of Stockholder or any Affiliate of Stockholder (collectively, with such Person’s assignees, successors and assigns, the “Related Persons”), through the Company, its Subsidiaries or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of any party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable actions, suits, claims, investigations or proceedings, by virtue of any Law, or otherwise. The Parties acknowledge and agree that the Related Persons are intended third-party beneficiaries of this Section 5.16. Nothing in this Agreement precludes the Parties or any Related Persons from exercising any rights under the Merger Agreement or any other agreement to which they are specifically a party or an express third-party beneficiary thereof, and nothing in this Agreement shall limit the liability or obligations of any Related Person under any other agreement to which they are specifically a party.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its Affiliates, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or Agreement, any other Transaction Documentagreement referenced herein or the transactions contemplated hereby or thereby, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (c) any breach or violation of this Agreement and/or or any other Transaction Document agreement referenced herein, and (d) any failure of the transactions contemplated hereby or in the under any other Transaction Documents agreement referenced herein to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement or, in the case of the other agreements referenced herein, the persons that are expressly named as parties hereto or thereto thereof, and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such other agreement referenced herein, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby shall be sought or had against any other Person, and no other Person shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other Transaction Document shall be had against theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in clauses (ia) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto through (unless such Person is also a partyd) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)immediately preceding sentence, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)) of the immediately preceding sentence. Notwithstanding anything to the contrary herein or otherwise, except as contemplated in the proviso of the first sentence of this Section 11.14, with respect to each party hereto, no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, lender or Representative or Affiliate of such named party (the “Related Parties”) shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby, or the valid termination or abandonment of any of the foregoing.

Non-Recourse. All actionsThis Agreement may only be enforced against, obligations, losses or causes of action (whether in tort, contract or otherwise) and any Legal Proceeding that may be based upon, in respect of, arise under, out of or by reason of, be connected with, with or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, performance or performance breach, of this Agreement and/or Agreement, including, any other Transaction Documentrepresentation or warranty made or alleged to have been made in, (c) any breach in connection with or violation of as an inducement to, this Agreement and/or any (each of such above-described legal, equitable or other Transaction Document and (dtheories or sources of liability, a “Recourse Theory”) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly named identified as parties hereto or thereto in the preamble to the extent set forth herein and therein. In furtherance and not in limitation signature pages of the foregoing, and notwithstanding anything contained in this Agreement or and solely in their capacities as such, against Guarantor as provided in the other Transaction Documents or otherwise to Guarantee and against Sponsor as provided in the contraryEquity Commitment Letter. No Person who is not a party hereto (including, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (ia) any pastformer, present current or future direct or indirect equity holder, controlling personPerson, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, memberassignee, managerattorney or representative of, general and any financial advisor or limited partnerlender to (all above-described Persons in this sub-clause (a), stockholdercollectively, incorporator“Affiliated Persons”) a party hereto or any Affiliate of such party, representative and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto, the Guarantor and the Sponsor (the Persons in sub-clauses (a) and (b), together with their respective successors, assigns, heirs, executors or assignee administrators, collectively, but specifically excluding the parties hereto, and the Guarantor, the Sponsor and any Acquiring Person (as defined in the Guarantee), “Non-Parties”)) will have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory under this Agreement. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event will any party hereto, any of its Affiliates or thereto (unless such any Person is also a party) claiming by, through or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee on behalf of any of them institute any Legal Proceeding under any Recourse Theory against any Non-Party. Notwithstanding anything to the foregoing (unless such Person is also a party)contrary in this Section 9.12, and none nothing herein shall be deemed to limit any liabilities or other obligations of the foregoing shall have Guarantor or any liability hereunder or thereunder (in each caseAcquiring Person under the Guarantee, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, Sponsor as such, arising out of, in connection with or related in any manner to the items provided in the immediately preceding clauses Equity Commitment Letter or any Seller (aas such term is defined in the Founders Agreement) through (d)under the Founders Agreement.

Non-Recourse. All actionsExcept as set forth in the Confidentiality Agreement, obligations, losses or causes of action (whether in tort, contract or otherwisei) that this Agreement may be enforced only against, and any claim, suit, litigation or other proceeding based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in may be brought only against, the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons entities that are expressly named as parties hereto or thereto and then only with respect to the extent specific obligations set forth herein with respect to such party and therein. In furtherance (ii) with respect to each party, no past, present or future director, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, or representative or (except for other named parties, and not then only in limitation such capacity) affiliate of any named party to this Agreement, shall have any liability (whether in contract or tort, at law or in equity or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any one or more of the foregoingrepresentations, and notwithstanding anything contained in warranties, covenants, agreements or other obligations or liabilities of such named party or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. The provisions of this Section 11.20 are intended to be for the benefit of, and enforceable by the directors, officers, employees, incorporators, members, partners, stockholders, agents, attorneys, advisors, and other Transaction Documents or otherwise representatives and (except for other named parties, and then only in such capacity) affiliates of the parties, and each such person shall be a third-party beneficiary of this Section 11.20. Notwithstanding anything to the contrarycontrary contained herein, the Osmotica Shareholders and the Osmotica Companies each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and affiliates that none of the Debt Financing Sources shall have any liability or obligation to the Osmotica Shareholders or the Osmotica Companies or any of their respective representatives, that no recourse under affiliates relating to this Agreement or any other Transaction Document of the transactions contemplated herein (including the Financing, provided that in the event that the Financing is consummated, this Section 11.20 will not relieve any Debt Financing Sources from their obligations or liabilities under the applicable Financing documents). This Section 11.20 is intended to benefit and may be enforced by the Debt Financing Sources and shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any binding on all successors and assigns of the foregoing (unless such Person is also a party), Osmotica Shareholders and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)Osmotica Companies.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its Affiliates, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or Agreement, any other Transaction Documentagreement referenced herein or the transactions contemplated hereby or thereby, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (c) any breach or violation of this Agreement and/or or any other Transaction Document agreement referenced herein, and (d) any failure of the transactions contemplated hereby or in the under any other Transaction Documents agreement referenced herein to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement or, in the case of the other agreements referenced herein, the persons that are expressly named as parties hereto or thereto thereof, and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such other agreement referenced herein, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby shall be sought or had against any other Person, and no other Person shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other Transaction Document shall be had against theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in clauses (ia) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto through (unless such Person is also a partyd) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)immediately preceding sentence, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)) of the immediately preceding sentence. Notwithstanding anything to the contrary herein or otherwise, except as contemplated in the proviso of the first sentence of this Section 7.14, with respect to each party hereto, no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, lender or Representative or Affiliate of such named party (the “Related Parties”) shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby, or the valid termination or abandonment of any of the foregoing.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) This Agreement may be enforced only by Buyer against, and any claim, action, suit, or other legal proceeding by Buyer may be brought only against, Seller, and then only as, and subject to the terms and limitations, expressly set forth in this Agreement and/or Agreement. Neither Buyer nor any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or Person shall have any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made recourse against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present present, or future direct or indirect equity holderdirector, controlling personofficer, Affiliateemployee, incorporator, manager, member, manager, general or limited partner, stockholder, incorporatorAffiliate, agent, attorney, advisor, or other representative of Seller or assignee of any party hereto or thereto Affiliate of Seller (unless such Person is also a partyincluding the Company and the Company Subsidiaries prior to the Closing) or any of their successors or permitted assigns (iieach, a “Seller Non-Recourse Person”), and no such Seller Non-Recourse Person shall have any liability for any obligations or liabilities of Seller under this Agreement or for any claim, action, or proceeding based on, in respect of or by reason of the transactions contemplated hereby. (b) This Agreement may be enforced only by Seller against, and any claim, action, suit, or other legal proceeding by Seller may be brought only against, Buyer, and then only as, and subject to the terms and limitations, expressly set forth in this Agreement. Neither Seller nor any other Person shall have any recourse against any past, present present, or future direct or indirect equity holderdirector, controlling personofficer, Affiliateemployee, incorporator, manager, member, manager, general or limited partner, stockholder, incorporatorAffiliate, agent, attorney, advisor, or other representative of Buyer or assignee of any Affiliate of Buyer (including the foregoing Company and the Company Subsidiaries following the Closing) or any of their successors or permitted assigns (unless such Person is also each, a party“Buyer Non-Recourse Person”), and none of the foregoing no such Buyer Non-Recourse Person shall have any liability hereunder for any obligations or thereunder (liabilities of Buyer under this Agreement or for any claim, action, or proceeding based on, in each case, whether in tort, contract respect of or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any reason of the aforementionedtransactions contemplated hereby. For the avoidance of doubt, as such, arising out of, in connection with or related in this Section 10.16(b) shall not be construed to limit any manner recourse of Seller against any Buyer Non-Recourse Person under and pursuant to the items in terms of the immediately preceding clauses (a) through (d)Equity Commitment Letter.

Non-Recourse. All actionsThis Agreement may only be enforced against, obligationsand any claim or suit based on, losses arising out of or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner related to (a) this Agreement and/or any other Transaction Document, (b) or the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (brought against, the named Parties to this Agreement and are those solely of) the Persons that are expressly named as parties hereto or thereto then only with respect to the extent specific obligations set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise with respect to the contrarynamed Parties to this Agreement. No Person who is not a named party to this Agreement, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) including any past, present or future director, manager, officer, employee, incorporator, member, partner, direct or indirect equity holderequityholder, controlling personAffiliate or Representative of the Corporation, Affiliatethe Vendor or any of their respective Affiliates will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to the Purchaser or any other Person resulting from (nor will the Purchaser have any claim with respect to) (i) the distribution to the Purchaser or its Representatives or the Purchaser’s or its Representatives’ use of or reliance on any information, memberdocuments, managerprojections, general forecasts or limited partnerother material made available to Purchaser in certain “data rooms,” confidential information memoranda or management presentations in expectation of, stockholderor in connection with, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) the transactions contemplated by this Agreement or (ii) any claim based on, in respect of or by reason of the sale and purchase of the Corporation, including any alleged non-disclosure or misrepresentations made by any such Persons or other Persons, in each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and each Party waives and releases all such liabilities and obligations against any such Persons. No Person who is not a named party to this Agreement, including any past, present or future director, manager, officer, employee, incorporator, member, lender, partner, direct or indirect equity holderequityholder, controlling person, Affiliate, member, manager, general Affiliate or limited partner, stockholder, incorporator, representative Representative of the Purchaser or assignee of any of their respective Affiliates will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to the foregoing Vendor or any other Person resulting from (unless such Person is also a party)nor will the Vendor have any claim with respect to) any claim based on, and none in respect of or by reason of the foregoing shall have sale and purchase of the Corporation, or the financing thereof, including any liability hereunder alleged non-disclosure or thereunder (misrepresentations made by any such Persons or other Persons, in each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, contract or whether at law or in equity, or otherwise), it being expressly agreed ; and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by each Party waives and releases all such liabilities and obligations against any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)such Persons.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, controlled Affiliates, members, managers, general or limited partners, stockholders and assignees of it and its controlled Affiliates, that all Action, claims, obligations, losses liabilities, or causes of action (whether in contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, limited liability company or other entity veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or or any other Transaction Documentagreement referenced herein or contemplated hereby or the transactions contemplated hereunder or thereunder (including the Financing Transactions), (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein or contemplated hereby (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), and (c) any breach or violation of this Agreement and/or or any other Transaction Document and (d) any failure of the transactions agreement referenced herein or contemplated hereby or in the other Transaction Documents to be consummatedhereby, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto in the preamble to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement (or any other Transaction Document shall be had against (iagreement referenced herein or contemplated hereby, as applicable) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)and in accordance with, and none of subject to the foregoing shall have terms of, this Agreement (or any liability hereunder other agreement referenced herein or thereunder (contemplated hereby, in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, case as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (dapplicable).

Non-Recourse. All actionsThis Agreement may only be enforced against, obligations, losses or causes of action (whether in tort, contract or otherwise) and any Action that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, performance or performance breach (whether willful, intentional, unintentional or otherwise), of this Agreement and/or Agreement, including, without limitation, any other Transaction Document, (c) any breach representation or violation of warranty made in connection with this Agreement and/or or any other Transaction Document and (d) any failure of the transactions contemplated hereby other Operative Agreements (each of such above-described legal, equitable or in the other Transaction Documents to be consummatedtheories or sources of liability, in each case, a “Recourse Theory”) may only be made or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly named identified as parties hereto or thereto the Parties in the preamble to the extent set forth herein and therein. In furtherance and not in limitation signature pages of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrarysuch Operative Agreements and solely in their capacities as such. No Person who is not a Party, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against including (i) any past, present or future direct or indirect equity holderdirector, controlling personofficer, Affiliateemployee, incorporator, member, manager, general or limited partner, stockholder, incorporatorAffiliate, agent, attorney or representative of, and any financial advisor or assignee of any party hereto lender to (all above-described Persons in this subclause (i), collectively “Affiliated Persons”) a Party or thereto (unless such Person is also a party) or its Affiliates and (ii) any pastAffiliated Persons of such Affiliated Persons, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of and the foregoing Parties (unless such Person is also a partythe Persons in subclauses (i) and (ii), and none of together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the foregoing Parties, “Non-Parties”) shall have any liability hereunder whatsoever in respect of, based upon or thereunder arising out of any Recourse Theory. Without limiting the rights of any Party against the other Parties as set forth herein, in no event shall any Party, any of its Affiliates or any Person claiming by, through or on behalf of any of them institute any Action under any Recourse Theory against any Non-Party. Notwithstanding anything to the contrary contained herein, Seller agrees, on behalf of itself, its equityholders and Affiliates (in each case, whether in tort, contract or otherwisethe “Seller Parties”), it being expressly agreed and acknowledged that no personal none of the Lender Related Parties shall have any liability or losses whatsoever shall attach to, be imposed on obligation to the Seller Parties relating to this Agreement or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner transactions contemplated herein (including the Debt Financing). This Section 11.15 is intended to benefit and may be enforced by the items in Lender Related Parties and shall be binding on all successors and permitted assigns of the immediately preceding clauses (a) through (d)Seller Parties.

Non-Recourse. All actionsEach Party agrees, obligationson behalf of itself and its Related Parties, losses or causes of action that all Proceedings (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or Agreement, any of the other Transaction Document, Documents or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or or any of the other Transaction DocumentDocuments (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement and/or or any of the other Transaction Document Documents and (d) any failure of any of the transactions contemplated hereby hereunder or in thereunder (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are are, in the case of this Agreement, expressly named identified as parties hereto or thereto to this Agreement, and in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesParty agrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder (including the Financing) or under any other Transaction Document shall will be sought or had against (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of including any party hereto or thereto (unless such Person is also a party) or (ii) Related Party and any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)Debt Financing Sources Related Party, and none of the foregoing shall no other Person, including any Related Party and any Debt Financing Sources Related Party, will have any liability hereunder Liabilities (whether in Contract or thereunder (in each case, whether in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), it being expressly agreed and acknowledged that no personal liability for any claims, causes of action or losses whatsoever shall attach toLiabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)., it being expressly agreed and acknowledged that no personal Liability or losses Table of Contents whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 6.2, Section 6.3(d), Section 6.3(e), Section 6.3(f), Section 7.7 and this Section 7.16) (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, if, as and when required pursuant to the terms and conditions of the Limited Guarantee, (iii) against each Guarantor for specific performance of its obligation to fund its committed portions of the Equity Financing solely in accordance with, and pursuant to the terms and conditions of, Section 6 of the Equity Commitment Letter, or (iv) against the Company, Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents, no Parent Related Party or Debt Financing Sources Related Party will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing. [Remainder of page intentionally left blank]

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything to the contrary that may be based upon, in respect of, arise under, out expressed or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the other Transaction Documents fact that Holder or otherwise to any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the contrarybenefits of this Agreement, each party covenants, agrees and acknowledges, on behalf of itself acknowledges that no person other than Holder and its Affiliates successors and its permitted assignees shall have any obligation hereunder and their respective representativesthat it has no rights of recovery against, that and no recourse hereunder or under this Agreement Agreement, the Merger Agreement, the JBA, ▇▇▇▇▇▇’s ECL (if any) or any other Transaction Document documents or instruments delivered in connection herewith or therewith shall be had against (i) against, any pastformer, present current or future direct or indirect equity holderdirector, controlling personofficer, agent, Affiliate, membermanager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, stockholderequityholder, incorporator, representative manager or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee member of any of the foregoing (unless such Person is also each, other than ▇▇▇▇▇▇ and its successors and permitted assignees, a party“Holder Affiliate”), and none whether by or through attempted piercing of the foregoing shall have corporate veil, by or through a claim by or on behalf of ▇▇▇▇▇▇ against the Holder Affiliates, by the enforcement of any liability hereunder assessment or thereunder (in each caseby any legal or equitable proceeding, whether in tortor by virtue of any statute, contract regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), it being (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under ▇▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agreed agree and acknowledged acknowledge that no personal liability or losses whatsoever shall attach to, be imposed on on, or otherwise be incurred by any of the aforementionedHolder Affiliate, as such, arising out for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of, such obligations or their creation.

Non-Recourse. All actions, obligations, losses Notwithstanding anything herein (including the Senior Guarantee) or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner other agreement, document, certificate, instrument, statement or omission referred to (a) this Agreement and/or any other Transaction Documentbelow to the contrary, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document Issuer and (d) any failure of the transactions contemplated hereby or in Partnership are liable hereunder and under the other Transaction Documents to be consummated, in each case, may Senior Notes only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein of the assets of the Issuer and therein. In furtherance the Partnership and the interest of the Issuer in the Senior Notes and no other person or entity, including, but not in limitation limited to, any partner, officer, committee or committee member of the Partnership or any partner therein or of any Affiliate of the Partnership, or any incorporator, officer, director or shareholder of the Issuer, or any Affiliate or controlling Person or entity of any of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any pastagent, present employee or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee lender of any of the foregoing (unless such Person is also a party)foregoing, and none or any successor, personal representative, heir or assign of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementionedforegoing, in each case past, present, or as suchthey may exist in the future, shall be liable in any respect (including without limitation the breach of any representation, warranty, covenant, agreement, condition or indemnification or contribution undertaking contained herein or therein) under, in connection with, arising out of, or relating to this Indenture or any other agreement, document, certificate, instrument or statement (oral or written) related to, executed or to be executed, delivered or to be delivered, or made or to be made, or any omission made or to be made, in connection with any of the foregoing or related any of the transactions contemplated in any manner such agreement, document, certificate, instrument or statement. Notwithstanding the foregoing, the Holders preserve any personal claims they may have for fraud, liabilities under the Securities Act, and other liabilities that cannot be waived under applicable federal and state laws in connection with the purchase of the Senior Notes; provided, however, that such conduct shall not constitute an Event of Default under this Indenture, the Senior Notes or the Senior Partnership Upstream Note Mortgage or any document executed in conjunction therewith or otherwise related thereto. Any agreement, document, certificate, statement or other instrument to be executed simultaneously with, in connection with, arising out of or relating to this Indenture, the items in the immediately preceding clauses (a) through (d)Senior Notes or any other agreement, document, certificate, statement or instrument referred to above, or any agreement, document, certificate, statement or instrument contemplated hereby shall contain language mutatis mutandis to this paragraph and, if such language is omitted, shall be deemed to contain such language.

Non-Recourse. All actionsEach party agrees, obligationson behalf of itself and its Related Parties, losses or causes of action that all Proceedings (whether in contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or Agreement, any documents, certificates, instruments or other Transaction Documentpapers that are reasonably required for the consummation of the transactions contemplated herein (the “Ancillary Documents”), or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentof the Ancillary Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the Ancillary Documents); (c) any breach or violation of this Agreement and/or or any other Transaction Document of the Ancillary Documents; and (d) any failure of any of the transactions contemplated hereby hereunder or in thereunder (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are are, in the case of this Agreement, expressly named identified as parties hereto or thereto to this Agreement, and in the case of the Ancillary Documents, Persons expressly identified as parties to such Ancillary Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such Ancillary Documents, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Ancillary Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that (x) no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present of the Ancillary Documents or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of in connection with any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability transactions contemplated hereunder or thereunder (in each caseincluding the Financing) will be sought or had against any other Person, whether in tortincluding any Related Party, contract or otherwise)the Land Bank, it being expressly agreed and acknowledged that no personal any Debt Financing Source and (y) neither the Debt Financing Sources nor any other Person, including any Related Party and the Land Bank will have any liability or losses whatsoever shall attach toobligation, be imposed on for any claims, causes of action or otherwise be incurred by any of the aforementionedliabilities arising under, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability, obligation or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2, Section 8.3 and this Section 9.17) (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement or a Tender and Support Agreement, (ii) against each Investor for specific performance of its obligation to fund its committed portion of the Equity Financing solely in accordance with, and pursuant to the terms and conditions of Section 6 of the Equity Commitment Letter or (iii) against the Company, Parent or Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the Ancillary Documents, no Parent Related Party or any Debt Financing Source will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement (other than for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages solely with respect to Parent or Merger Sub) or any of the Ancillary Documents or any of the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsNotwithstanding anything to the contrary contained in this Agreement or otherwise, obligationsthis Agreement may only be enforced against, losses and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance, of this Agreement may only be made against the entities that are expressly identified as Parties, and no Parent Related Parties (other than the Guarantors solely to the extent and subject to the terms set forth in the Limited Guarantees or Equity Commitment Letters) or the Financing Sources shall have any liability for any obligations or liabilities of the Parties or for any claim (whether in tort, contract or otherwise) that may be based uponon, in respect of, arise under, out or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be connected withmade in connection herewith. The Company (on behalf of itself, its Affiliates, and any Person claiming by, through or relate in any manner to on behalf of the Company or its Affiliates) covenants and agrees that (a) it shall not, and shall cause its Representatives and Affiliates not to, bring, make or institute any Proceeding (whether based in Contract, tort, fraud, strict liability, other Laws or otherwise, at law or in equity) arising under or in connection with this Agreement and/or or other agreement executed or delivered in connection herewith or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made thereby against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing Parent Related Parties or the Financing Sources and (unless such Person is also a party), and b) none of the foregoing Parent Related Parties or the Financing Sources shall have any liability hereunder or thereunder obligations (whether based in each caseContract, whether in tort, contract fraud, strict liability, other Laws or otherwise)) to the Company, it being expressly agreed and acknowledged that no personal liability the Company’s Subsidiaries, any of their respective Representatives or losses whatsoever shall attach toAffiliates (or any Person claiming by, be imposed through or on behalf of the Company or otherwise be incurred by its Affiliates) or any of their respective successors, heirs or representatives thereof arising out of or relating to this Agreement or other agreement executed or delivered in connection herewith or any of the aforementionedtransactions contemplated hereby or thereby, as such, arising out ofother than, in connection with or related in any manner to each case of the items in the immediately preceding clauses (a) and (b), ▇▇▇▇▇▇ and Merger Sub (to the extent provided herein), each Person who has entered into a Support and Rollover Agreement (to the extent and subject to the terms provided therein) or the “Limited Guarantors” pursuant to the Limited Guarantees (to the extent and subject to the terms provided therein). Without limiting the generality of the foregoing, to the maximum extent permitted or otherwise conceivable under applicable Law (and subject only to the specific contractual provisions of this Agreement or agreement executed or delivered in connection herewith), the Company (on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of the Company or its Affiliates) hereby waives, releases and disclaims any and all rights in respect of any such Proceedings. Each of Parent and Merger Sub (don behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of Parent, Merger Sub or their Affiliates) covenants and agrees that (i) it shall not, and shall cause its Representatives and Affiliates not to, bring, make or institute any Proceeding (whether based in Contract, tort, fraud, strict liability, other Laws or otherwise, at law or in equity) arising under or in connection with this Agreement or other Ancillary Agreement or any of the Transactions against any of the Company Related Parties and (ii) none of the Company Related Parties shall have any liability or obligations (whether based in Contract, tort, fraud, strict liability, other Laws or otherwise) to Parent, Merger Sub, any of their respective Representatives or Affiliates (or any Person claiming by, through or on behalf of Parent, Merger Sub or their Affiliates) or any of their respective successors, heirs or representatives thereof arising out of or relating to this Agreement or other Ancillary Agreement or any of the Transactions, other than, in each case of the preceding clauses (i) and (ii), the Company to the extent provided herein. Without limiting the generality of the foregoing, to the maximum extent permitted or otherwise conceivable under applicable Law (and subject only to the specific contractual provisions of this Agreement or any Ancillary Agreement), each of Parent and Merger Sub (on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of the Company or its Affiliates) hereby waives, releases and disclaims any and all rights in respect of any such Proceedings. This Section 11.14 is subject to, and shall not alter the scope or application of, Section 11.10. Each of the Parent Related Parties and the Company Related Parties are expressly intended as third party beneficiaries of this provision of this Agreement.

Non-Recourse. All actionsNotwithstanding anything to the contrary contained herein, obligationsthis Agreement and the Merger Agreement may only be enforced against, losses and any claims or causes of action that may be based upon, arise out of or relate to this Agreement or the Merger Agreement, or the negotiation, execution or performance of this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, may only be made against the entities and Persons that are expressly identified as parties to this Agreement or the Merger Agreement in their capacities as such and no former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any Liability for any obligations or Liabilities of the parties to this Agreement or the Merger Agreement or for any claim (whether in tort, contract or otherwise) that may be based uponon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or thereby or in respect of any representations made or alleged to be made in connection herewith or therewith; provided, however, that nothing herein shall limit the obligations of any Non-Recourse Party under any Ancillary Agreement to which such Non-Recourse Party is party, even if the basis for obligations thereunder relate to or arise from obligations hereunder. Without limiting the rights of any party against the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not Merger Agreement, in limitation no event shall any party or any of the foregoing, and notwithstanding anything contained in its Affiliates seek to enforce this Agreement or the other Transaction Documents or otherwise to the contraryMerger Agreement against, each party covenants, agrees and acknowledges, on behalf make any claims for breach of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or the Merger Agreement against, or seek to recover monetary damages from, any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)Non-Recourse Party.

Non-Recourse. All actionsNotwithstanding anything to the contrary in this Agreement or otherwise, obligations, losses or causes (a) any claim of action any type (whether at law or in equity, whether in Contract, tort, contract statute or otherwise) that may be based upon, in respect of, directly or indirectly arise under, out or by reason of, be connected with, under or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) the negotiation, execution execution, performance or performance breach (whether willful, intentional, unintentional or otherwise) of this Agreement and/or any other Transaction DocumentAgreement, the Transactions, the Debt Commitment Letter or the Financing (ceach of such above-described sources of claims, a “Recourse Theory”) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made or asserted solely against (and are those solely ofexpressly limited to) the Persons that are expressly named identified as the parties hereto or thereto in the preamble to and signature pages of this Agreement and solely in their capacities as such and as expressly permitted by and subject to the extent set forth herein terms and therein. In furtherance and not in limitation conditions of the foregoing, and notwithstanding anything contained in this Agreement or and the other Transaction Documents or otherwise to the contraryDocuments, each as applicable, and (b) no Person who is not a party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against hereto (including (i) any pastformer, present current or future direct or indirect equity holder, controlling personPerson, management company, incorporator, member, limited or general partner, manager, director, officer, employee, agent, Affiliate, memberattorney or representative of, manageror any financial advisor, general or limited partner, stockholder, incorporator, representative or assignee of any lender to a party hereto or thereto any Affiliate of such party and the Financing Source Parties and any Affiliate of any such Financing Source Party (unless all above-described Persons in this clause (i), collectively, “Affiliated Persons”), and (ii) any Affiliated Persons of such Affiliated Persons (the Persons in clauses (i) and (ii), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto and their respective successors and permitted assigns, “Non-Parties”)) has or shall have any liability whatsoever directly or indirectly arising under or relating to any Recourse Theory. Without limiting the generality of the foregoing, the Company Related Parties agree for themselves and on behalf of each of their Representatives and Affiliates and any of their respective successors, heirs or representatives that no such Person is also a partyshall (i) have any rights or claims of any type (whether at law or in equity, whether in Contract, tort, statute or otherwise) against any Financing Source Party in connection with this Agreement, the Financing or the Debt Commitment Letter, or (ii) institute (and each Company Related Party shall cause its respective Representatives and Affiliates not to institute) a legal proceeding (whether at law or in equity, whether in Contract, tort, statute or otherwise) in connection with this Agreement, the Financing or the Debt Commitment Letter against any pastFinancing Source Party, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless and each such Person is also a party)and hereby waives any rights or claims thereto, and none of the foregoing shall have any liability hereunder or thereunder (other than, in each case, whether with respect to the right to assert defenses in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred response to claims brought by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)Financing Source Party.

Non-Recourse. All actionsEach Party agrees, on behalf of itself and its Affiliates (and, in the case of the Company, its Related Parties), that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to to: (aA) this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (bB) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (cC) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein and (dD) any failure of the transactions contemplated hereby hereunder or in under any Transaction Document or any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to this Agreement and in accordance with, and subject to, the extent set forth herein terms and thereinconditions hereof. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein or otherwise to the contrary, each party Party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of including any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)BidCo Related Party, and none of the foregoing no other Person, including any BidCo Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law, in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability hereunder company veil or thereunder any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), in each case, whether except for claims that (1) the Company or BidCo, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in tortall respects to the limitations set forth in Section 8.2, contract Section 9.12 and this Section 9.17): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement, (ii) against the Guarantors under, solely if, as and when required pursuant to the terms and conditions of, the BidCo Guarantee, (iii) against the Guarantors for specific performance of the Guarantors’ obligation to fund their committed portions of the Equity Financing thereunder solely in accordance with, and pursuant to the terms and conditions of, Section 6 of the Equity Commitment Letter or otherwise)(iv) against BidCo solely in accordance with, and pursuant to the terms and conditions of, this Agreement and (2) BidCo and its Affiliates may assert against the financing sources pursuant to the terms and conditions of the Debt Commitment Letter, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD). Notwithstanding anything to the contrary herein or otherwise, no BidCo Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive or consequential damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Laws or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (aA) this Agreement and/or or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (bB) the negotiation, execution or performance of this Agreement and/or or any of the other Transaction DocumentDocuments (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents), (cC) any breach or violation of this Agreement and/or or any other of the other Transaction Document Documents and (dD) any failure of any of the transactions contemplated hereby hereunder or in under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the case of any of the other Transaction Documents, Persons that are expressly named identified as parties hereto or thereto to such other Transaction Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement or such other Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, foregoing and notwithstanding anything contained in this Agreement or any of the other Transaction Documents to the contrary and without limiting the foregoing or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, acknowledges on behalf of itself and its respective Affiliates and its and their respective representativespresent or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Document shall be had against (i) any past, present Documents or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of in connection with any of the foregoing (unless such Person is also a party)transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any Investor Related Party, and none of the foregoing no other Person, including any Investor Related Party, shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that the Company or any Investor, as applicable, may assert: (i) against any Person that is party to and solely pursuant to the terms and conditions of, the Non-Disclosure Agreement or (ii) against any Investor solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents or otherwise, no party hereto or any Investor Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages or lost profits, opportunity costs, loss of business reputation, diminution in value or damages based upon a multiple of earnings or similar financial measure which may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing; provided, however that nothing in this sentence shall limit an Investor’s right to sue for specific performance under Section 9.07 hereof or otherwise sue for a breach of Section 5.10 hereof.

Non-Recourse. All actionsThis Agreement may only be enforced against, obligations, losses and any claims or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect arise out of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each caseAgreement, may only be made against (and are those solely of) against, the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoingsignatories hereto, and notwithstanding anything contained in this Agreement no former, current or the other Transaction Documents future direct or otherwise to the contraryindirect equity holders, each party covenantscontrolling Persons, agrees and acknowledgesdirectors, on behalf officers, employees, general or limited partners, members, managers, advisors, agents, or Affiliates of itself and its Affiliates and its and their respective representativesany signatory hereto, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any pastformer, present current, or future direct or indirect equity holder, controlling personPerson, Affiliatedirector, memberofficer, manageremployee, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general advisor, agent, or limited partner, stockholder, incorporator, representative or assignee Affiliate of any of the foregoing (unless such Person is also each, a party), and none of the foregoing shall “Non-Recourse Party”) will have any liability hereunder for any obligations or thereunder liabilities of the signatories to this Agreement or for any claim (in each case, whether in tort, contract contract, or otherwise), by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation, or other applicable Law) based on, in respect of, or by reason of, this Agreement, the transactions contemplated hereby, or any oral representations made or alleged to be made in connection herewith, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall will attach to, be imposed on on, or otherwise be incurred by any Non-Recourse Party in connection therewith. Without limiting the rights of any Person against the aforementionedother signatories hereto, as suchin no event will any signatory hereto, arising out ofand each such signatory agrees to cause its Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages in connection with this Agreement from, any Non-Recourse Party. None of the signatories hereto will assert or related in permit any manner other Person (including any stockholder of such Person) to the items in the immediately preceding clauses (a) through (d)assert or threaten to assert that this Agreement or any part hereof is invalid, illegal, or unenforceable.

Non-Recourse. All actionsNotwithstanding anything herein to the contrary, obligations, losses or causes of action any Proceeding (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be is based upon, in respect arising out of, arise underor related to (i) this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, out (ii) the negotiation, execution, performance or by reason ofnon-performance of this Agreement or any other Transaction Document (including any representation or warranty made in, be connected in connection with, or relate in any manner to (a) as an inducement to, this Agreement and/or or any other Transaction Document), (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (ciii) any breach or violation of this Agreement and/or or any other Transaction Document and or (div) any failure of the transactions contemplated hereby hereunder or in under any Transaction Document (including the other Transaction Documents Financing) to be consummated, in each case, consummated may only be made against (and are those solely of) brought against, the Persons that are expressly named as parties hereto or thereto thereto, as applicable (together with any assignee of a party hereto pursuant to Section 9.3 (Assignment) and, in accordance with the terms and conditions of the Guaranty, the Guarantors) and then only with respect to the extent specific obligations set forth herein and thereinwith respect to such party. In no event shall any named party to the Transaction Documents have any shared or vicarious liability for the actions or omissions of any other Person. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates the Company Related Parties and its and their respective representativesParent Related Parties, as applicable, that no recourse under this Agreement or Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other Person, including any Parent Related Party or Company Related Party, and no other Person, including any Parent Related Party or Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or Liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto through (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwiseiv), it being expressly agreed and acknowledged that no personal liability Liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (ai) through (div), in each case, except for claims that (1) the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (x) and (y), in all respects to the limitations set forth in Section 7.2, Section 7.3, Section 9.11 and this Section 9.17) (w) against any person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement, (x) against each Guarantor, solely in accordance with, and pursuant to the terms and conditions of, the Guaranty, (y) against the equity financing sources under the Equity Commitment Letter for specific performance of the obligation of such equity financing sources to fund their respective commitments under the Equity Commitment Letter, solely in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter, or (z) against the Company, Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement, (2) Parent and its affiliates may assert against the Debt Financing Sources pursuant to the terms and conditions of the Debt Financing and (3) any Guarantor or equity financing source may assert pursuant to the terms and conditions of the Guaranty and the Equity Commitment Letter, as applicable. Notwithstanding anything to the contrary herein or otherwise, no Parent Related Party or Company Related Party shall be responsible or liable for any multiple, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Debt Financing), or the termination or abandonment of any of the foregoing (provided, for the avoidance of doubt, that nothing in this sentence shall limit any party’s right to receive a fee pursuant to Section 7.2 hereof).

Non-Recourse. All actionsNotwithstanding anything to the contrary contained in this Agreement, obligationsthis Agreement may only be enforced against, losses and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the Transactions, may only be made against the entities and Persons that are expressly identified as Parties herein in their capacities as such and no former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any Party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any Liability for any obligations or Liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) that may be based uponon, in respect of, arise under, out or by reason of, the Transactions or in respect of any representations made or alleged to be connected withmade in connection herewith; provided, however, that nothing herein shall limit the obligations of any Non-Recourse Party under any Ancillary Agreement to which such Non-Recourse Party is party, even if the basis for obligations thereunder relate to or relate arise from obligations hereunder. Without limiting the rights of any party against the other Parties hereto, in no event shall any manner party or any of its Affiliates seek to (a) enforce this Agreement and/or against, make any other Transaction Document, (b) the negotiation, execution or performance claims for breach of this Agreement and/or against, or seek to recover monetary damages from, any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and thereinNon-Recourse Party. In furtherance and not in limitation of Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise Section 11.07 shall not apply to the contrarySection 11.01, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document which shall be had enforceable by the Securityholder Representative in its entirety against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)Securityholders.

Non-Recourse. All actionsNotwithstanding anything to the contrary in this Agreement, all Proceedings, obligations, losses Liabilities or causes of action (whether in Contract, in tort, contract in Law or otherwisein equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) the negotiation, execution or performance of this Agreement and/or (including any other Transaction Documentrepresentation or warranty made in connection with, or as inducement to, this Agreement), (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto Parties to this Agreement subject to the extent set forth herein terms and thereinconditions hereof. In furtherance and not in limitation of the foregoing, none of the former, current and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contraryfuture Affiliates, each party covenantsdirectors, agrees officers, managers, employees, advisors, Representatives, equityholders, members, managers, partners, successors and acknowledges, on behalf assigns of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement any Party or any other Transaction Document shall be had against (i) Affiliate thereof or any pastformer, present or current and future direct or indirect equity holderAffiliate, controlling persondirector, Affiliateofficer, manager, employee, advisor, Representative, equityholder, member, manager, general or limited partnerpartners, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee successor and assign of any of the foregoing (unless such Person collectively, “Non-Recourse Parties”) that is also not a party), and none of the foregoing Party shall have any liability hereunder or thereunder Liability for any Liabilities of the Parties for any Proceeding (in each case, whether in tort, contract or otherwise)) for breach of this Agreement, it being expressly agreed any Ancillary Document or any documents or instruments delivered herewith or therewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, none of the Parties shall have any rights of recovery in respect hereof against any Non-Recourse Party that is not a party hereto and acknowledged that no personal liability or losses whatsoever Liability shall attach to any Non-Recourse Party that is not a Party through any Party or otherwise, whether by or through attempted piercing of the corporate (or limited liability company or partnership) veil, by or through a Proceeding (whether in tort, contract or otherwise) by or on behalf of a Party against any Non-Recourse Party that is not a Party, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. Notwithstanding anything to the contrary in this ‎Section 10.20, nothing in this Section 10.20 shall be deemed to limit any Liabilities of, or claims against, any Party or any party to this Agreement or any Ancillary Document, serve as a waiver of any right on the part of any Party or thereto to initiate any Proceeding permitted pursuant to, be imposed on and in accordance with the specific terms hereof or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)thereof.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its Affiliates, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or any Agreement, the other Transaction DocumentDocuments, the Transactions, (b) the negotiation, execution or performance of this Agreement and/or Agreement, the other Transaction Documents or any other agreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, the other Transaction DocumentDocuments or such other agreement), (c) any breach or violation of this Agreement and/or Agreement, the other Transaction Documents, or any other Transaction Document agreement referenced herein, and (d) any failure of the transactions contemplated hereby or in the under any other Transaction Documents agreement referenced herein to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement or, in the case of the other Transaction Documents and the other agreements referenced herein, the persons that are expressly named as parties hereto or thereto thereof, and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement, such other Transaction Document or such other agreement referenced herein, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of in connection with any of the foregoing (unless such Person is also a party)Transactions shall be sought or had against any other Person, and none of the foregoing no other Person shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise), or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in clauses (a) through (d) of the immediately preceding sentence, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)) of the immediately preceding sentence. Notwithstanding anything to the contrary herein or otherwise, except as contemplated in the proviso of the first sentence of this Section 8.14, with respect to each party hereto, no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, lender or Representative or Affiliate of such named party (the “Related Parties”) shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the Transactions, or the valid termination or abandonment of any of the foregoing.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsany other Transaction Document or any document, losses certificate or causes of action (whether instrument delivered in tort, contract connection herewith or otherwise) , each party hereto acknowledges and agrees, on behalf of itself and its respective Related Persons, that all Actions that may be based upon, in respect of, arise under, out or of, by reason of, be connected with, or relate in any manner to (a) this Agreement and/or or any other Transaction DocumentDocument or the Transactions, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction DocumentDocument (including any representation or warranty made in, in connection with, or as an inducement to, any of the foregoing documents), (c) any breach or violation of this Agreement and/or or any other Transaction Document and (d) any the failure of the transactions contemplated hereby or in the other Transaction Documents Transactions to be consummated, in each case, case may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to thereto, as applicable (other than claims by Parent against the extent set forth herein insurers under any buy side representations and thereinwarranty insurance policy obtained by Parent or any of its Affiliates). In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees hereto acknowledges and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such other Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless and no such other Person is also a party), and none of the foregoing shall have any liability hereunder Liabilities (whether in contract or thereunder (in each case, whether in tort, contract in law or in equity or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute or otherwise, be imposed on whether by or otherwise be incurred by any through attempted piercing of the aforementionedcorporate, as suchpartnership, limited partnership or limited liability company veil or any other theory or doctrine) of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or Liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any direct or indirect, past, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source (including, in the case of Parent, Merger Sub, Sponsor and their respective Affiliates, the Debt Financing Sources), Affiliate, agent or other Representative of any party hereto or any Affiliate of any party hereto (collectively, with such Person’s assignees, successors and assigns, the “Related Persons”), through Parent, Merger Sub, the Company, its Subsidiaries or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of any party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable actions, suits, claims, investigations or proceedings, by virtue of any law, or otherwise, except for (i) claims against any Person that is party to, and solely pursuant to the terms and conditions of, the applicable Transaction Document(s), (ii) claims of fraud, (iii) claims against any Person that is party to, and solely pursuant to the terms and conditions of the, the Confidentiality Agreement, and (iv) claims Parent or Merger Sub may, in their sole discretion, assert against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter.

Non-Recourse. All actionsExcept in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, obligationsAcquiror and Merger Sub, losses this Agreement may only be enforced against, and any claim or causes cause of action (whether in tort, contract or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against brought against, the Company, Acquiror and Merger Sub as named parties hereto; and (and are those solely ofb) the Persons that are expressly named as parties hereto or thereto except to the extent set forth herein a party hereto (and therein. In furtherance then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror or Merger Sub and not in limitation (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing (each of the foregoing, and notwithstanding anything contained a “Nonparty Affiliate”) shall have any liability or obligation (whether in Contract, tort, equity or otherwise, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Acquiror or Merger Sub under this Agreement for any claim based on, arising out of, or related to this Agreement or the other Transaction Documents or otherwise to the contrarytransactions contemplated hereby, and each party covenants, agrees and acknowledgesparty, on behalf of itself and its Affiliates Affiliates, hereby irrevocably releases and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any forever discharges of the foregoing (unless Nonparty Affiliates from any such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)obligation.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its respective Affiliates, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or any Agreement, the other Transaction DocumentDocuments, the Transactions or the transactions contemplated by the Commercial Agreement, (b) the negotiation, execution or performance of this Agreement and/or Agreement, the other Transaction Documents or any other agreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, the other Transaction DocumentDocuments or such other agreement), (c) any breach or violation of this Agreement and/or Agreement, the other Transaction Documents, or any other Transaction Document agreement referenced herein, and (d) any failure of the transactions contemplated hereby or in the under any other Transaction Documents agreement referenced herein to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement or, in the case of the other Transaction Documents and the other agreements referenced herein, the persons that are expressly named as parties hereto or thereto thereof, and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement, such other Transaction Document or such other agreement referenced herein, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of in connection with any of the foregoing (unless such Person is also a party)Transactions or the transactions contemplated by the Commercial Agreement shall be sought or had against any other Person, and none of the foregoing no other Person shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise), or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in clauses (a) through (d) of the immediately preceding sentence, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)) of the immediately preceding sentence. Notwithstanding anything to the contrary herein or otherwise, except as contemplated in the proviso of the first sentence of this Section 8.14, with respect to each party hereto, no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, lender or Representative or Affiliate of such named party (the “Related Parties”) shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the Transactions or the transactions contemplated by the Commercial Agreement, or the valid termination or abandonment of any of the foregoing.

Non-Recourse. All actionsThis Agreement may only be enforced against, obligationsand any claim or suit based on, losses arising out of or causes of action (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner related to (a) this Agreement and/or any other Transaction Document, (b) or the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (brought against, the named Parties to this Agreement and are those solely of) the Persons that are expressly named as parties hereto or thereto then only with respect to the extent specific obligations set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise with respect to the contrarynamed Parties to this Agreement. No Person who is not a named party to this Agreement, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) including any past, present or future director, manager, officer, employee, incorporator, member, partner, direct or indirect equity holderequityholder, controlling personAffiliate or Representative of the Corporation, Affiliatethe Vendor or any of their respective Affiliates will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to the Purchaser or any other Person resulting from (nor will the Purchaser have any claim with respect to) (i) the distribution to the Purchaser or its Representatives or the Purchaser’s or its Representatives’ use of or reliance on any information, memberdocuments, managerprojections, general forecasts or limited partnerother material made available to Purchaser in certain “data rooms,” confidential information memoranda or management presentations in expectation of, stockholderor in connection with, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) the transactions contemplated by this Agreement or (ii) any claim based on, in respect of or by reason of the sale and purchase of the Corporation, including any alleged non-disclosure or misrepresentations made by any such Persons or other Persons, in each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and each Party waives and releases all such liabilities and obligations against any such Persons. No Person who is not a named party to this Agreement, including any past, present or future director, manager, officer, employee, incorporator, member, lender, partner, direct or indirect equity holderequityholder, controlling person, Affiliate, member, manager, general Affiliate or limited partner, stockholder, incorporator, representative Representative of the Purchaser or assignee of any of their respective Affiliates will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to the foregoing Vendor or any other Person resulting from (unless such Person is also a party)nor will the Vendor have any claim with respect to) any claim based on, and none in respect of or by reason of the foregoing shall have sale and purchase of the Corporation or the financing thereof, including any liability hereunder alleged non-disclosure or thereunder (misrepresentations made by any such Persons or other Persons, in each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, contract or whether at law or in equity, or otherwise), it being expressly agreed ; and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by each Party waives and releases all such liabilities and obligations against any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)such Persons.

Non-Recourse. All actionsNotwithstanding anything herein to the contrary, obligationsno Representative, losses Affiliate of, or causes of action direct or indirect equity owner in, the Company shall have any liability (whether in contract or in tort, contract in Law or otherwisein equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) that may be based uponto either Parent or Merger Sub or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of the Company in, or otherwise in respect of, arise under, out or by reason of, be connected connection with, or relate in any manner to (a) this Agreement and/or or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in connection herewith or therewith, and no Representative, Affiliate of, or direct or indirect equity owner in, Parent, shall have any liability (whether in contract or in tort, in Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to the Company or any other Transaction Documents Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of any of Parent or Merger Sub in, or otherwise in connection with, this Agreement or any of the transactions contemplated hereby or in connection herewith or therewith, except for any liability arising under or resulting from any written agreement that any such Representative, Affiliate, or direct or indirect equity owner expressly becomes a party to be consummatedin connection with the Transactions contemplated hereby, and then, only to the extent expressly set forth in such agreement. Notwithstanding anything to the contrary contained herein, each of Parent, Merger Sub and the Company, and each of their respective Representatives and their respective successors and assigns (each, a “Waiving Party”) hereby waive, and agree not to commence or join in with, any claim, cause of action or proceeding against any stockholders of Parent (including without limitation the holders of the Parent Series A Preferred) or any shareholders of the Company, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoingconnection with this Agreement, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) transaction contemplated hereby or in connection herewith or therewith, except for any pastclaim, present cause of action or future proceeding arising under or resulting from any written agreement that any such Representative, Affiliate, or direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any owner expressly becomes a party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, to in connection with or related in any manner the Transactions contemplated hereby, and then, only to the items extent expressly set forth in the immediately preceding clauses (a) through (d)such agreement.

Non-Recourse. All actionsEach party to this Agreement agrees, obligationson behalf of itself and its Related Parties, losses or causes of action that all Actions (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or or any other Transaction Document, of the Transactions; (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, Agreement; (c) any breach or violation of this Agreement and/or any other Transaction Document Agreement; and (d) any failure of any of the transactions contemplated hereby or in the other Transaction Documents Transactions to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to this Agreement and in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contraryAgreement, each party covenants, agrees and acknowledgesto this Agreement agrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of in connection with any of the foregoing (unless such Person is also a party)Transactions will be sought or had against any other Person, including any Related Party, and none of the foregoing shall no other Person, including any Related Party, will have any liability hereunder Liabilities (whether in Contract or thereunder (in each case, whether in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), it being expressly agreed and acknowledged that no personal liability for any claims, causes of action or losses whatsoever shall attach toLiabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal Liability or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that any Stockholder or Acquiror, as applicable, may assert against the other Stockholder or Acquiror, as applicable, solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement, no Related Party will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the Transactions, or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsand except as set forth in the Confidentiality Agreement, losses or all claims, causes of action (whether in tortaction, contract obligations or otherwise) liabilities that may be based upon, in respect of, arise under, out or by reason of, be connected with, under or relate in any manner to (a) this Agreement and/or any other Transaction Document, or the Ancillary Agreements (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of including the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, and thereby) may only be made enforced against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to such Contract (the extent set forth herein and therein“Contracting Parties”). In furtherance and No Person who is not in limitation of the foregoinga Contracting Party, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contraryincluding any current, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present former or future direct or indirect equity holderequityholder, incorporator, controlling person, Affiliate, member, manager, general or limited partner, stockholdermember, manager, Affiliate, assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholdermember, incorporatormanager, representative Affiliate, assignee or assignee of Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (unless such Person is also a partyor any successors, predecessors or assigns of the foregoing) (collectively, “Non-Parties”), and none of the foregoing shall have any liability hereunder Liability (whether in Law or thereunder (in each caseequity, whether in tort, contract or in tort or otherwise) for any claims, causes of action, obligations, or liabilities arising under or relating to this Agreement or any Ancillary Agreement (or the transactions contemplated hereby or thereby) or based on, in respect of, or by reason of this Agreement or any Ancillary Agreement (or the transactions contemplated hereby or thereby); provided, it being expressly agreed that nothing herein shall limit the rights of any party to the Confidentiality Agreement under the Confidentiality Agreement. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Confidentiality Agreement, (a) each Contracting Party hereby waives and acknowledged releases any and all rights, claims, demands, or causes of action that no personal liability may otherwise be available, whether at Law, in equity, in contract, in tort or losses whatsoever shall attach tootherwise, be imposed on to avoid or disregard the entity form of a Contracting Party or otherwise be incurred impose Liability of a Contracting Party on any Non-Party, whether granted by any statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the aforementionedveil, as suchunfairness, undercapitalization, or otherwise, in each case arising under, out of, in connection with with, or related in any manner to this Agreement or any Ancillary Agreement (or the items transactions contemplated hereby or thereby) or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the immediately preceding clauses Confidentiality Agreement); and (ab) through each Contracting Party disclaims any reliance upon any Non-Parties with respect to the performance of this Agreement or any Ancillary Agreement (dor the transactions contemplated hereby or thereby) or any representation or warranty made in, in connection with, or as an inducement to this Agreement or any Ancillary Agreement (or the transactions contemplated hereby or thereby). Notwithstanding anything to the contrary contained herein or otherwise, after the Closing, no party may seek to rescind this Agreement or any Ancillary Agreement (or the transactions contemplated hereby or thereby).

Non-Recourse. All actions(a) Notwithstanding anything that may be expressed or implied in this Agreement, obligationsor any agreement, losses document, certificate, or causes of action (whether instrument delivered in tort, contract connection herewith or otherwise) , each Party acknowledges and agrees, on behalf of itself and its Affiliates, and its and their respective Related Parties, that this Agreement may only be enforced against, and any Proceeding that may be based upon, in respect of, arise under, out resulting from or by reason of, be connected with, or relate in any manner related to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document or otherwise, or the negotiation, execution, performance, breach (whether willful, intentional, unintentional or otherwise), or termination hereof or thereof, including any representation or warranty made or alleged to have been made in, in connection with, or as an inducement to, this Agreement and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents Transactions to be consummatedconsummated (each of such above-described legal, in each caseequitable or other theories or sources of Liability, a “Recourse Theory”) may only be made or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly named identified as parties the Parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such. No Person who is not a Party (including (a) any Related Party of a Party, and (b) any Related Party of such Related Parties but specifically excluding the Parties) (the Persons in clauses (a) and (b), together with their respective successors, assigns, heirs, executors or thereto administrators, collectively, but specifically excluding the Parties, “Non-Parties”) shall have any Liability whatsoever based upon, resulting from or related to the extent set forth herein and thereinany Recourse Theory. In furtherance and not in limitation of the foregoing, each Party acknowledges and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement any Recourse Theory, whether in equity or at law, in contract, in tort, or otherwise (including, for the avoidance of doubt, monetary damages for fraud, or breach, whether willful, intentional, unintentional or otherwise, or monetary damages in lieu of specific performance), shall be sought or had against any other Non-Parties and no Non-Parties shall have any Liabilities or obligations (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership, or limited liability company veil, or any other Transaction Document shall be had against (itheory or doctrine) for, any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee Liabilities of any party hereto nature whatsoever arising under, out of, in connection with, or thereto (unless such Person is also a party) or (ii) related to any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)Recourse Theory, it being expressly agreed and acknowledged that no personal liability Liability or losses Liabilities whatsoever shall attach to, be imposed on on, or otherwise be incurred by any Non-Party, through Purchaser, Seller or the Company, or otherwise, whether by or through attempted piercing of the aforementionedcorporate, partnership, limited partnership, or limited liability company veil, by or through a claim by or on behalf of any Party, as suchapplicable, arising out ofby the enforcement of any assessment or by and legal or equitable actions, by virtue of any Law, or otherwise. Without limiting the rights of any Party against the other Party as set forth herein, in connection with no event shall any Party, any of its Affiliates or related in any manner to Person claiming by, through or on behalf of any of them institute any Proceeding under any Recourse Theory against any Non- Party. Notwithstanding the items in the immediately preceding clauses (a) through (d)foregoing, nothing herein will restrict any Party from seeking and obtaining any remedy for Fraud against any Person.

Non-Recourse. All actionsEach Party agrees, obligationson behalf of itself and its Related Parties, losses or causes of action that all Legal Proceedings (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or Agreement, any of the other Transaction Documents or the Merger (including the Financing) or any other Transaction Document, transactions contemplated hereunder or thereunder; (b) the negotiation, execution or performance of this Agreement and/or or any of the other Transaction DocumentDocuments (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement and/or or any of the other Transaction Document Documents; and (d) any failure of the Merger (including the Financing) or any other transactions contemplated hereby hereunder or in the other Transaction Documents thereunder to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are are, in the case of this Agreement, expressly named identified as parties hereto or thereto to this Agreement, and in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesParty agrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or any of the other Transaction Documents or in connection with the Merger (including the Financing) or any other transactions contemplated hereunder or under any other Transaction Document shall will be sought or had against (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of including any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)Related Party, and none of the foregoing shall no other Person, including any Related Party, will have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), it being expressly agreed and acknowledged that no personal liability for any claims, causes of action, obligations or losses whatsoever shall attach toliabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2(b), Section 8.3(f), Section 8.3(g), Section 8.3(h), Section 9.8(b) and this Section 9.14): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (ii) against each Guarantor under, if, as and when required pursuant to the terms and conditions of the Guarantee; (iii) against the equity providers for specific performance of their obligation to fund their committed portions of the Equity Financing solely in accordance with, and pursuant to the terms and conditions of, Section 6 of the Equity Commitment Letter; or (iv) against the Company, Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents, no Parent Related Party will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents or the Merger (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) All actions, obligations, losses or causes of action Actions (whether in contract, in tort, contract under statute or otherwise, or based upon any theory that seeks to impose liability of an entity against its owners or Affiliates) that may be based upon, in respect of, arise under, out or by reason of, be connected with, with or relate in any manner to (ai) this Agreement and/or any other Transaction Documentor the Ancillary Agreements, (bii) the negotiation, execution or performance of this Agreement and/or or any other Transaction DocumentAncillary Agreement (including any representation or warranty made in connection with, or as inducement to enter into, this Agreement), (ciii) any breach or violation of this Agreement and/or any other Transaction Document or the Ancillary Agreements and (div) any failure of the transactions contemplated hereby by this Agreement or in the other Transaction Documents Ancillary Agreements to be consummated, in each casecase of clause (i), clause (ii), clause (iii) and clause (iv), may be brought only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto and thereto, as applicable, and then only to the extent of the specific obligations of such Persons set forth herein and or therein. In furtherance and No Person who is not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise a named party to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) Ancillary Agreement, including any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee Related Parties of any such party hereto to this Agreement or thereto any Ancillary Agreement (unless such Person is also each, a party“Non-Party Affiliate”) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (whether in each casecontract, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on under statute or otherwise be incurred by or based upon any theory that seeks to impose liability of the aforementioned, as such, an entity against its owners or Affiliates) arising out of, in connection with or related in any manner to the items in the immediately preceding clauses clause (ai), clause (ii), clause (iii) through and clause (div). To the maximum extent permitted by applicable Law, each party hereto waives and releases all such Actions against any such Non-Party Affiliate. For the avoidance of doubt, the parties hereto acknowledge and agree that the Non-Party Affiliates referred to herein are intended third-party beneficiaries of this Section 9.24(a). (b) The parties knowingly, willingly, irrevocably and expressly acknowledges and agrees that the agreements contained in this Section 9.24 are an integral part of the transactions contemplated by this Agreement and that, without the agreements set forth in this Section 9.24, the parties would not enter into this Agreement or otherwise agree to consummate the transactions contemplated hereby.

Non-Recourse. All actionsEach party agrees, on behalf of itself and its Affiliates (and, in the case of the Company, the Company Related Parties, and, in the case of Parent, the Parent Related Parties), that all Actions, claims, obligations, losses liabilities, or causes of action (whether in contract or in tort, contract in Law, or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (aA) this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (bB) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to this Agreement, any other Transaction Document or such other agreement), (cC) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein, and (dD) any failure of the transactions contemplated hereby hereunder or in under any Transaction Document or any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to this Agreement in accordance with, and subject to the extent terms and conditions of, this Agreement (but subject to the exceptions set forth herein and thereinin the next sentence). In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees agrees, and acknowledges, on behalf of itself and its respective Affiliates and its and their respective representatives(and, in the case of the Company, the Company Related Parties, and, in the case of Parent, the Parent Related Parties), that no recourse under this Agreement Agreement, any other Transaction Document, or any other Transaction Document agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against (i) any pastother Person, present or future direct or indirect equity holderincluding any Company Related Party, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)Parent Related Party, and none of the foregoing any Debt Financing Sources Related Party, and no other Person, including any Company Related Party, any Parent Related Party, and any Debt Financing Sources Related Party, shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether contract or in tort, contract in Law, or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on on, or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with with, or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that (1) the Company, Parent, or Merger Sub, as applicable, may assert (subject with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.02 and this Section 9.13): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (ii) against each Guarantor under, if, as, and when required pursuant to the terms and conditions of, the Guarantee; (iii) against the equity providers for specific performance of their obligation to fund their committed portions of the Equity Financing, solely in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter; or (iv) against the Company, Parent, and Merger Sub, solely in accordance with, and pursuant to the terms and conditions of, this Agreement and (2) Parent and its Affiliates may assert, including by bringing an Action, against the Debt Financing Sources pursuant to the terms and conditions of the Commitment Letters. Notwithstanding anything to the contrary herein or otherwise, no Company Related Party, Parent Related Party, or Debt Financing Sources Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary, or punitive damages that may be alleged as a result of this Agreement, the other Transaction Documents, or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsThe parties acknowledge that (i) no direct or indirect equity holder or lender of any party, obligations(ii) no member of any board of managers or special committee of any party or any Affiliate of any party and (iii) no past, losses present or causes future director, officer, committee member, employee, incorporator, member, partner or direct or indirect equity holder or lender of action any party (such Persons described in clauses (i)-(iii) above, the “Non-Recourse Parties”) is a party to this Agreement or, except as expressly contemplated therein as parties thereto, any other Transaction Document. The parties further acknowledge that none of the Non-Recourse Parties, whether in tortindividually or collectively, contract shall have any liability whatsoever of any kind or otherwise) that may be description for any Liabilities of any party under this Agreement or, except as expressly contemplated therein as parties thereto, any other Transaction Document or for any claim based uponon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or thereby. Accordingly, the parties hereby agree that in the other Transaction Documents to be consummated, in each case, may only be made against event (and are those solely ofa) the Persons that are expressly named as parties hereto there is any alleged breach or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in alleged default or breach or default by any party under this Agreement or any of the other Transaction Documents or otherwise (b) any party has or may have any Claim arising from or relating to the contrary, each party covenants, agrees and acknowledges, on behalf terms of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any pastDocument, present no party shall, or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder right to, commence any proceedings or thereunder (in each caseotherwise seek to impose any Liability whatsoever of any kind or description on or against the Non-Recourse Parties, whether in tortcollectively or individually, contract by reason of such alleged breach, default or otherwise)claim, it being expressly agreed except and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner only to the items extent that a Non-Recourse Party is expressly contemplated in the immediately preceding clauses (a) through (d)a Transaction Document as a party to such Transaction Document.

Non-Recourse. All actionsSubject to the penultimate sentence of this Section 10.13, each Party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to to: (aA) this Agreement and/or or any other Transaction DocumentDocument or the transactions contemplated hereby or thereby, (bB) the negotiation, execution or performance of this Agreement and/or or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such Transaction Document), (cC) any breach or violation of this Agreement and/or or any other Transaction Document Document, and (dD) any failure of the transactions contemplated hereby hereunder or in the other under any Transaction Documents Document to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement or, in the case of a Transaction Document, the Persons that are expressly named as parties hereto or thereto thereof, and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such Transaction Document, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other any Transaction Documents Document or otherwise to the contrary, but subject to the penultimate sentence of this Section 10.13, each party Party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions (or transactions contemplated by the Transaction Documents) shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)other Person, and none of the foregoing no other Person shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that the a Party may assert (i) against any Person that is party to, and solely pursuant to the terms and conditions of, an applicable Transaction Document or (ii) against a Party solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding the foregoing, nothing in this Section 10.13, shall be deemed to relieve any Subsidiary of Torch or United of any obligations it may have pursuant to the express terms of any Transaction Document and nothing in this Section 10.13 shall be deemed to relieve Torch or United of any obligations it may have in respect of any of its respective Subsidiaries pursuant to the express terms of this Agreement or any Transaction Document. Notwithstanding anything to the contrary herein, in any Transaction Document or otherwise, with respect to each Party, no Related Party of such Person shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement or any Transaction Document or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsEach party agrees, obligationson behalf of itself and its Related Parties, losses or causes of action that all Proceedings (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or Agreement, any of the other Transaction Document, Documents or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or or any of the other Transaction DocumentDocuments (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement and/or or any of the other Transaction Document Documents; and (d) any failure of any of the transactions contemplated hereby hereunder or in thereunder (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are are, in the case of this Agreement, expressly named identified as parties hereto or thereto to this Agreement and, in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder (including the Financing) or under any other Transaction Document shall will be sought or had against (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of including any party hereto or thereto (unless such Person is also a party) or (ii) Related Party and any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)Debt Financing Sources Related Party, and none of the foregoing shall no other Person, including any Related Party and any Debt Financing Sources Related Party, will have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), it being expressly agreed and acknowledged that no personal liability for any claims, causes of action, obligations or losses whatsoever shall attach toliabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a‎(a) through ‎(d), other than the Persons expressly identified as parties (dor third party beneficiaries) thereto. For the avoidance of doubt, this ‎Section 8.16 shall not limit the rights of any person who is a party (or third party beneficiary) (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, if, as and when required pursuant to the terms and conditions of the Limited Guarantee (subject to the limitations set forth therein), (iii) against each Equity Commitment Party solely in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter (subject to the limitations set forth therein), (iv) against the Company, Parent and MergerCo solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (v) against any other Person who is a party to any other Transaction Document solely in accordance with, and pursuant to the terms and conditions of, such other Transaction Document (subject to the limitations set forth therein). Notwithstanding anything to the contrary in this Agreement or any other Transaction Documents, (A) no Parent Related Party or Debt Financing Sources Related Party will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder (including the Financing), or the valid termination or abandonment of any of the foregoing (other than the payment by Parent (or the Guarantor under and in accordance with the Limited Guarantee to the extent provided therein and subject to the limitations therein) of the Parent Termination Fee to the extent payable by Parent pursuant to ‎Section 7.03(b)) and (B) Parent and MergerCo shall be entitled to bring claims and causes of action against the Debt Financing Sources related to or arising from the Debt Commitment Letter and the Debt Financing.

Non-Recourse. All Each party agrees, on behalf of itself and its Affiliates, that all actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract at Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or Agreement, the Voting Agreement, the Equity Commitment Letter, the Limited Guarantee, (together, the “Transaction Documents”) or any other Transaction Document, agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (c) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein; and (d) any failure of the transactions Merger or any other transaction contemplated hereby by any Transaction Document or in any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto to this Agreement or thereto the applicable other Transaction Document and, in accordance with, and subject to the extent set forth herein terms and therein. In furtherance and not in limitation conditions of this Agreement or the foregoingapplicable other Transaction Document, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract at Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d). Notwithstanding anything to the contrary herein or otherwise, no Lender Related Party shall have any liability or obligation in connection with or related in any manner to the aforementioned to any Person that is not a party to the Debt Financing or the Debt Commitment Letter. Notwithstanding anything to the contrary herein or otherwise, none of the Company, its Affiliates or its or their respective Representatives shall be responsible or liable for (i) any multiple, consequential, indirect, special, statutory or exemplary damages, in each case to the extent not recoverable under applicable common Law or (ii) punitive damages, in each case which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actions, obligations, losses claims or causes of action (whether in contract or in tort, contract at law or in equity, or otherwise) that may be based upon, in respect ofon, arise under, out of or by reason of, be connected withrelate to this Agreement or the Ancillary Agreements, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or or the Ancillary Agreements (including any other Transaction Document, (c) any breach representation or violation of warranty made in or in connection herewith or therewith or as an inducement to enter into this Agreement and/or any other Transaction Document and (d) any failure of or the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each caseAncillary Agreements), may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto thereto, including those Persons executing a Joinder Agreement (as the case may be). Except in the case of Fraud committed by a Non-Party Affiliate (which claim may only be brought against such Non-Party Affiliate or any Non-Party Affiliate who had actual knowledge of such Fraud prior to the extent set forth herein and therein. In furtherance and date hereof (or prior to the Closing in the case of any Fraud committed after the date hereof)), no Person who is not in limitation of the foregoing, and notwithstanding anything contained in a named party to this Agreement or the other Transaction Documents or otherwise to the contraryAncillary Agreements, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) including any past, present or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, manager, equityholder, Affiliate, memberagent, manager, general attorney or limited partner, stockholder, incorporator, representative or assignee of any named party hereto to this Agreement or thereto the Ancillary Documents (unless such Person is also a party) or (ii) any pastcollectively, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party“Non-Party Affiliates”), and none of the foregoing shall have any liability hereunder (whether in contract or thereunder (in each case, whether in tort, contract at law or in equity, based upon any theory that seeks to impose liability of an entity party against its owners or affiliates, or otherwise) for any obligations or liabilities arising out of or relating to this Agreement or the Ancillary Agreements (as the case may be) or for any claim or cause of action arising out of or relating to this Agreement or the Ancillary Agreements (as the case may be), it being or the negotiation or execution hereof or thereof; and each Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly agreed intended as, and acknowledged that no personal liability or losses whatsoever shall attach tobe, be imposed on or otherwise be incurred by any third-party beneficiaries of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)this provision of this Agreement.

Non-Recourse. All actionsEach party agrees, on behalf of itself and its Affiliates (and in the case of Seller, the Company, the Company Subsidiaries, and any of its or their respective former, current or future general or limited partners, stockholders, controlling Persons, managers, members, directors, officers, employees, Affiliates, representatives, agents or any their respective assignees or successors or any former, current or future general or limited partner, stockholder, controlling Person, manager, member, director, officer, employee, Affiliate, representative, agent, assignee or successor of any of the foregoing (collectively, the “Seller Related Parties”), and in the case of Purchaser, the Purchaser Related Parties), that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or or any other Transaction Documentagreement referenced herein or contemplated hereby or the transactions contemplated hereunder or thereunder, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein or contemplated hereby (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (c) any breach or violation of this Agreement and/or or any other Transaction Document agreement referenced herein or contemplated hereby and (d) any failure of the transactions contemplated hereby hereunder or in the under any other Transaction Documents agreement referenced herein to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to this Agreement and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the any other Transaction Documents agreement referenced herein or contemplated hereby or otherwise to the contrary, but subject to the other provisions of this Section 9.13, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates (and its in the case of Seller and their respective representativesthe Company, the Seller Related Parties), that no recourse under this Agreement or any other Transaction Document agreement referenced herein or contemplated hereby or in connection with any transactions contemplated hereby or thereby shall be sought or had against (i) any pastother Person, present or future direct or indirect equity holderincluding any Seller Related Party, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)Purchaser Related Party, and none of the foregoing no other Person, including any Seller Related Party, any Purchaser Related Party, shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that Seller, the Company or Purchaser, as applicable, may assert (subject with respect to the following clauses (ii), in all respects to the limitations set forth in Section 8.02, Section 9.11 and this Section 9.13): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the (x) Confidentiality Agreement and (y) Regulatory Efforts Letter Agreement; (ii) against the equity providers for specific performance of their obligation to fund their committed portions of the Equity Financing (as defined in the Equity Commitment Letter) solely in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter; or (iii) against Seller, the Company or Purchaser solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary herein or otherwise, no Seller Related Party or Purchaser Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement any other agreement referenced herein or contemplated hereby or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsEach party agrees, obligationson behalf of itself and its Related Parties, losses or causes of action that all Proceedings (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or Agreement, any other Transaction Document, document executed or delivered in connection herewith or the Merger or any other transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentdocument executed or delivered in connection herewith (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other documents executed or delivered in connection herewith); (c) any breach or violation of this Agreement and/or or any other Transaction Document and document executed or delivered in connection herewith; or (d) any failure of the Merger or any other transactions contemplated hereby under this Agreement or any other document executed or delivered in connection herewith (including the other Transaction Documents Financing) to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation case of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)., may be made only against the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the case of any other document executed or delivered in connection herewith, Persons expressly identified as parties thereto, and their respective successors and assigns, and in accordance with, and subject to the terms and conditions of, this Agreement or such other document executed or delivered in connection herewith, as applicable. [Signature Page Follows]

Non-Recourse. All actionsEach Party agrees, on behalf of itself and its Affiliates and Representatives, that all proceedings, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (aA) this Agreement and/or or any other Transaction Documentagreement referenced herein or the transactions contemplated hereunder, (bB) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (cC) any breach or violation of this Agreement and/or or any other Transaction Document agreement referenced herein and (dD) any failure of the transactions contemplated hereby hereunder or in the any other Transaction Documents agreement referenced herein to be consummated, in each case, may only be made only against (and are those solely of) the Persons persons that are expressly named identified herein as parties hereto or thereto a Party to this Agreement and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the any other Transaction Documents agreement referenced herein or otherwise to the contrary, each party Party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesthe Company Related Parties or the Parent Related Parties, as applicable, that no recourse under this Agreement or any other Transaction Document agreement referenced herein or in connection with any transactions contemplated hereby shall be sought or had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also person not a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), Party and none of the foregoing no other person shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that any Party may assert against another Party solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding the foregoing or anything else to the contrary, nothing in this Agreement shall limit any rights, remedies or recourse that any Party may have with respect to fraud, intentional or willful misconduct or criminal activity by any person.

Non-Recourse. All actionsEach party agrees, obligationson behalf of itself and its Related Parties, losses or causes of action that all Proceedings (whether in contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or Agreement, any documents, certificates, instruments or other Transaction Documentpapers that are reasonably required for the consummation of the transactions contemplated herein (the “Ancillary Documents”), or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentof the Ancillary Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the Ancillary Documents); (c) any breach or violation of this Agreement and/or or any other Transaction Document of the Ancillary Documents; and (d) any failure of any of the transactions contemplated hereby hereunder or in thereunder (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are are, in the case of this Agreement, expressly named identified as parties hereto or thereto to this Agreement, and in the case of the Ancillary Documents, Persons expressly identified as parties to such Ancillary Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such Ancillary Documents, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Ancillary Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present of the Ancillary Documents or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of in connection with any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability transactions contemplated hereunder or thereunder (in each caseincluding the Financing) will be sought or had against any other Person, whether in tortincluding any Related Party and any Debt Financing Sources and the Sale/Leaseback Purchaser, contract or otherwise)and no other Person, it being expressly agreed including any Related Party and acknowledged that no personal any Debt Financing Sources and the Sale/Leaseback Purchaser will have any liability or losses whatsoever shall attach toobligation, be imposed on for any claims, causes of action or otherwise be incurred by any of the aforementionedliabilities arising under, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability, obligation or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2, Section 8.3 and this Section 8.17) (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement, (ii) against the Investor for specific performance of its obligation to fund the Equity Financing or the Limited Guarantee solely in accordance with, and pursuant to the terms and conditions of Section 6 of the Equity Commitment Letter or the terms and conditions of the Limited Guarantee, as applicable, and Section 8.16(b) or (iii) against the Company, Parent or Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement.

Non-Recourse. All actionsNotwithstanding anything to the contrary in this Agreement, obligationsthe Company, losses on behalf of itself and the Company Related Parties, agrees that this Agreement and the other agreements entered into in connection herewith may only be enforced against, and any claim, action, suit or causes of action other Legal Proceeding (whether in contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based uponfor any breach (whether willful (including a Willful Breach), intentional, unintentional or otherwise), loss, Liability, damage or otherwise in respect of, arise under, out or by reason of, be connected connection with, relating to or relate in arising out of any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each caseTransactions, may only be made brought against (and are those solely of) the Persons entities that are expressly named as parties hereto or thereto and then only with respect to the extent specific obligations set forth herein and thereinor therein with respect to such party, as applicable. In furtherance and not in limitation of Notwithstanding anything to the foregoing, and notwithstanding anything contained contrary in this Agreement or the any other Transaction Documents agreement, no Parent Related Party other than Parent or otherwise Purchaser (a “Non-Recourse Party”) shall have any liability or obligation for any Liabilities of any Person, including any party to the contrarythis Agreement or any other agreement, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against agreement or for any claim or Legal Proceeding (i) any pastwhether in contract or in tort, present in law or future direct in equity or indirect equity holderotherwise, controlling personor granted by statute or otherwise, Affiliatewhether by or through attempted piercing of the corporate, member, manager, general limited partnership or limited partnerliability company veil or any other theory or doctrine, stockholderincluding alter ego or otherwise) in connection with, incorporator, representative relating to or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee arising out of any of this Agreement or the foregoing (unless such Person is also a party)Transactions, other than the obligations of the Ultimate Parent solely in accordance with, and none of subject to the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed terms and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out conditions of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)Section ‎5.16 and ‎Article 8.

Non-Recourse. All actionsExcept as set forth in the Confidentiality Agreement and notwithstanding any other provision of this Agreement, obligations, losses or causes of action no claim whatsoever (whether at Law or in equity, whether sounding in Contract, tort, contract statute or otherwise) that may be based uponasserted by Parent, in respect ofany of its Affiliates (including, arise underfollowing the Closing, out the Surviving Corporation and its Subsidiaries) or by reason ofany Person claiming by, be connected with, through or relate in for the benefit of any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoingthem, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesParent, on behalf of itself and its Affiliates (including, following the Closing, the Surviving Corporation and the Subsidiaries) and any Person claiming by, through or for the benefit of any of them covenants never to assert or voluntarily assist any Person in asserting any such claim, against any Person who is not party to this Agreement (and with respect to the Shareholders’ Representative, only to the extent of its and duties hereunder), including any direct or indirect past, current or future equityholders, partners, partnerships, limited liability companies, joint ventures, members, controlling Persons, directors, officers, Employees, incorporators, managers, agents, representatives or Affiliates of the Company or any of its Subsidiaries or any of their respective representativesestates, that no recourse heirs, executors, administrators, successors or assigns (each a “Non-Party”) with respect to any matters directly or indirectly arising under or relating to the Company or any of its Subsidiaries (including with respect to the operation of their respective businesses prior to the Closing or any other transaction, circumstance or state of facts involving the Company or any of its Subsidiaries prior to the Closing), this Agreement or its negotiation, performance or subject matter or the transactions contemplated hereby or with respect to any actual or alleged inaccuracies, misstatements or omissions with respect to information or documents provided or otherwise furnished to any Person by or on behalf of the Company or any of its Subsidiaries or any Non-Party concerning the Company or any of its Subsidiaries (including with respect to the operation of their respective businesses prior to the Closing or any other Transaction Document shall be had against (i) any pasttransaction, present circumstance or future direct state of facts involving the Company or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of its Subsidiaries prior to the foregoing (unless such Person is also a partyClosing), and none of this Agreement or its negotiation, performance or subject matter or the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred transactions contemplated by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)this Agreement.

Non-Recourse. All actions(a) This Agreement may only be enforced against, obligations, losses or causes of action (whether in tort, contract or otherwise) and any litigation matter that may be based upon, in respect of, arise under, out of or by reason ofreason, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, performance or performance breach (whether willful, intentional, unintentional or otherwise), of this Agreement and/or Agreement, including, without limitation, any other Transaction Documentrepresentation or warranty made or alleged to have been made in, (c) any breach in connection with, or violation of as an inducement to, this Agreement and/or any (each of such above-described legal, equitable or other Transaction Document and (dtheories or sources of liability, a “Recourse Theory”) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly named identified as the parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such. No Person who is not a party hereto (including without limitation, (i) any former, current or thereto future direct or indirect: equity holder, controlling Person, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, attorney or representative of, and any financial advisor or equity source to (all above-described Persons in this subclause (i), collectively, “Affiliated Persons”) a party hereto or any Affiliate of such party, and (ii) any Affiliated Persons of such Affiliated Persons but specifically excluding the extent parties hereto (the Persons in subclauses (i) and (ii), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto “Non-Parties”)) shall have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory. Without limiting the rights of any party hereto against the other parties hereto as set forth herein and therein. In furtherance and not herein, in limitation no event shall any party hereto, any of the foregoingits Affiliates or any Person claiming by, and notwithstanding through or on behalf of any of them institute any litigation matter under any Recourse Theory against any Non-Party. (b) Notwithstanding anything contained that may be expressed or implied in this Agreement or the other Transaction Documents or otherwise to the contrarycontrary (and subject only to the specific contractual provisions hereof), by its acceptance hereof each party covenantshereto acknowledges, agrees covenants and acknowledgesagrees, on behalf of itself itself, its Affiliates, and its Affiliates any Person claiming by, through or on behalf of any of them, to the maximum extent explicitly permitted or otherwise conceivable under Law (and its and their respective representativessubject only to the specific contractual provisions of this Agreement), that no recourse (a) all litigation matters or claims for losses of any kind (including any liability for any amounts due or that may become due, for any reason, under or in any way related to this Agreement shall be brought only against the parties hereto pursuant to the express terms of this Agreement and not against any Non-Party, (b) such party (on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of any of them) hereby waives, releases and disclaims any and all liability against all Non-Parties under any Recourse Theory, including, without limitation, any Recourse Theory to avoid or disregard the entity form of any Party or otherwise seek to impose any liability arising out of, relating to or in connection with any Recourse Theory on any Non-Parties, whether a Recourse Theory granted by statute or based on theories of equity, agency, control instrumentality, alter ego, domination, sham, single business enterprise, piercing the corporate veil, unfairness, undercapitalization, or otherwise, and (c) such party (on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of any of them) disclaims any reliance upon any Non-Parties with respect to the performance of this Agreement or any other Transaction Document shall be had against (i) any past, present representation or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out ofwarranty made in, in connection with with, or related in any manner as an inducement to this Agreement. This Section 11.10 shall survive the items in termination of this Agreement and the immediately preceding clauses (a) through (d)Non-Parties are express third party beneficiaries hereof, entitled to directly enforce the provisions hereof.

Non-Recourse. All actionsExcept in the case of fraud, obligationsthis Agreement may only be enforced against, losses and any claim or causes cause of action (whether in tort, contract or otherwise) that may be Action based upon, in respect of, arise arising under, out or by reason of, be connected or in connection with, or relate related in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) brought against, the Persons entities that are expressly named as parties hereto or thereto Parties in the preamble of this Agreement (the “Contracting Parties”) and then only with respect to the extent specific obligations set forth herein and thereinwith respect to such Contracting Party. In furtherance and Except in the case of fraud, no Person that is not in limitation of the foregoinga Contracting Party, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) including any past, present or future direct Representative or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee Affiliate of any party hereto Contracting Party or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee Affiliate of any of the foregoing (unless such Person is also each, a party“Nonparty Affiliate”), and none of the foregoing shall have any liability hereunder or thereunder Liability (in each case, whether in contract, tort, contract at law or in equity, or granted by statute or otherwise)) for any claims, it being expressly agreed and acknowledged that no personal liability causes or losses whatsoever shall attach toaction or other obligations or Liabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, or in connection with with, or related in any manner to this Agreement or the items transactions contemplated hereby, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach. To the maximum extent permitted by applicable Law, except in the immediately preceding clauses case of fraud, (a) through each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action and other obligations and Liabilities against any such Nonparty Affiliates, (d)b) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, and (c) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. All actionsNotwithstanding anything to the contrary in this Agreement, all Proceedings, obligations, losses Liabilities or causes of action (whether in Contract, in tort, contract in Law or otherwisein equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) the negotiation, execution or performance of this Agreement and/or (including any other Transaction Documentrepresentation or warranty made in connection with, or as inducement to, this Agreement), (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto Parties to this Agreement subject to the extent set forth herein terms and thereinconditions hereof. In furtherance and not in limitation of the foregoing, none of the former, current and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contraryfuture Affiliates, each party covenantsdirectors, agrees officers, managers, employees, advisors, Representatives, equityholders, members, managers, partners, successors and acknowledges, on behalf assigns of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement any Party or any other Transaction Document shall be had against (i) Affiliate thereof or any pastformer, present or current and future direct or indirect equity holderAffiliate, controlling persondirector, Affiliateofficer, manager, employee, advisor, Representative, equityholder, member, manager, general or limited partnerpartners, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee successor and assign of any of the foregoing (unless such Person collectively, “Non-Recourse Parties”) that is also not a party), and none of the foregoing Party shall have any liability hereunder or thereunder Liability for any Liabilities of the Parties for any Proceeding (in each case, whether in tort, contract or otherwise)) for breach of this Agreement, it being expressly agreed any Ancillary Document or any documents or instruments delivered herewith or therewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, none of the Parties shall have any rights of recovery in respect hereof against any Non-Recourse Party that is not a party hereto and acknowledged that no personal liability or losses whatsoever Liability shall attach to any Non-Recourse Party that is not a Party through any Party or otherwise, whether by or through attempted piercing of the corporate (or limited liability company or partnership) veil, by or through a Proceeding (whether in tort, contract or otherwise) by or on behalf of a Party against any Non-Recourse Party that is not a Party, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. Notwithstanding anything to the contrary in this Section 10.20, nothing in this Section 10.20 shall be deemed to limit any Liabilities of, or claims against, any Party or any party to this Agreement or any Ancillary Document, serve as a waiver of any right on the part of any Party or thereto to initiate any Proceeding permitted pursuant to, be imposed on and in accordance with the specific terms hereof or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)thereof.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document, obligationsagreement, losses or causes instrument delivered contemporaneously herewith, and notwithstanding the fact that any Party may be a corporation, partnership or limited liability company, each Party, by its acceptance of action the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any other Ancillary Agreements or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, shareholder or member of any Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, shareholder, manager or member of any of the foregoing, but in each case not including the Parties (each, a “Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such Party against the Non-Party Affiliates, by the enforcement of any assessment or by any Legal Proceeding, or by virtue of any applicable Laws, or otherwise; it being agreed and acknowledged that may no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Non-Party Affiliate, as such, for any obligations of the applicable Party under this Agreement or the Transactions, under any other Ancillary Agreements, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any Action (whether in tort, Contract or otherwise) based uponon, in respect of, arise under, out or by reason of, be connected withsuch obligations or their creation. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements, or relate in any manner to (a) instruments delivered contemporaneously herewith or otherwise required by this Agreement and/or (including the Ancillary Agreements) if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of any other Transaction Documentlimitations herein, (b) this Agreement may only be enforced against, and any Action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each caseAgreement, may only be made brought against (and are those solely of) the Persons entities that are expressly named as parties hereto or thereto Parties and then only with respect to the extent specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 11.2. This Section 11.2 shall be binding on all successors and therein. In furtherance and not in limitation assigns of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)Parties.