Common use of Non-Recourse Clause in Contracts

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser shall have any liability for any obligations or liabilities of Purchaser under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 10 contracts

Samples: Stock Purchase Agreement (T-3 Energy Services Inc), Share Purchase Agreement (Altra Industrial Motion, Inc.), Stock Purchase Agreement (T-3 Energy Services Inc)

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Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative Representative of Purchaser Seller or Buyer shall have any liability for any obligations or liabilities of Purchaser such Party under this Supply Agreement of or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 7 contracts

Samples: Supply Agreement (BAKER HUGHES a GE Co LLC), Supply Agreement (BAKER HUGHES a GE Co LLC), Supply Agreement (Baker Hughes a GE Co)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of the Purchaser shall have any liability for any obligations or liabilities of the Purchaser under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Apollo Medical Holdings, Inc.), Stock Purchase Agreement (Apollo Medical Holdings, Inc.), Asset Purchase Agreement (Goodman Networks Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Seller or its Affiliates shall have any liability for any obligations or liabilities of Purchaser Seller under this Agreement or the Seller Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Strategic Diagnostics Inc/De/), Asset Purchase Agreement (Northland Cable Properties Seven Limited Partnership), Asset Purchase Agreement (Bell Industries Inc /New/)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney or representative of Purchaser Seller, Purchaser, Coinvest, the Company, HM Capital Partners I LP or any of their respective affiliates, shall have any liability for any obligations or liabilities of Purchaser Seller, Purchaser, Coinvest or the Company, respectively, under this Agreement or otherwise or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 4 contracts

Samples: Exchange, Redemption and Sale Agreement (Unitek Interposed LP), Exchange, Redemption and Sale Agreement (Unitek Interposed LP), Exchange, Redemption and Sale Agreement (Unitek Interposed LP)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Seller, Buyer or any of their respective Affiliates shall have any liability Liability for any obligations or liabilities of Purchaser Seller or Buyer (as applicable) under this Agreement or the Ancillary Documents or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 4 contracts

Samples: Asset Purchase Agreement (First South Bancorp Inc /Va/), Residential Loan Purchase Agreement (Cascade Bancorp), Commercial Loan Purchase Agreement (Cascade Bancorp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholderequity holder, Affiliate, agent, attorney or representative of Purchaser Buyer or its Affiliates shall have any liability for any obligations or liabilities of Purchaser Buyer under this Agreement or the Buyer Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Blucora, Inc.), Stock Purchase Agreement (Blucora, Inc.), Stock Purchase Agreement (Blucora, Inc.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Seller or its Affiliates shall have any liability for any obligations or liabilities of Purchaser Seller under this Agreement or the Ancillary Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Attis Industries Inc.), Asset Purchase Agreement (Attis Industries Inc.), Asset Purchase Agreement

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of the Purchaser or any of its Affiliates shall have any liability for any obligations or liabilities of Purchaser any Seller under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 3 contracts

Samples: Transfer and Contribution Agreement, Transfer and Contribution Agreement (Resource America, Inc.), Transfer and Contribution Agreement (Resource Capital Corp.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative equityholder of Purchaser Seller shall have any liability for any obligations or liabilities of Purchaser Seller under this Agreement, the Agency Agreement or the Seller Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sharper Image Corp), Asset Purchase Agreement (Sharper Image Corp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney incorporator or representative stockholder of any Seller or Purchaser shall have any liability for any obligations or liabilities of Sellers or Purchaser under this Agreement or the Seller Documents or the Purchaser Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Pegasus Communications Corp /), Asset Purchase Agreement (Directv Holdings LLC), Asset Purchase Agreement (Impath Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholderequityholder, Affiliate, agent, attorney or representative of Purchaser or Sellers or their respective Affiliates shall have any liability for any obligations or liabilities of Purchaser or Sellers, as the case may be, under this Agreement or the Purchaser Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Aaipharma Inc), Asset Purchase Agreement (Xanodyne Pharmaceuticals Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser shall either Seller, either Buyer or any of their respective Affiliates will have any liability Liability for any obligations or liabilities Liabilities of Purchaser Sellers or Buyers (as the case may be) under this Agreement or the Ancillary Agreements or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ferro Corp), Asset Purchase Agreement (Schulman a Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative stockholder of Purchaser shall have any liability for any obligations or liabilities of Purchaser under this Agreement of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Genasys Inc.), Lease Agreement (North Atlantic Trading Co Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agentagent or Representative of the Seller or the Purchaser, attorney respectively, or representative of Purchaser their respective Affiliates, shall have any liability Liability for any obligations or liabilities Liabilities of Purchaser Seller under this Agreement or the other documents delivered by the Seller or the Purchaser in connection with this Agreement, of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyContemplated Transactions.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Integrys Energy Group, Inc.), Purchase and Sale Agreement (Integrys Energy Group, Inc.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative equityholder (other than Parent) of Purchaser any Seller shall have any liability for any obligations or liabilities of Purchaser Sellers under this Agreement or the Seller Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Foot Locker Inc), Asset Purchase Agreement (Footstar Inc)

Non-Recourse. (a) No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser shall have any liability Liability for any obligations or liabilities of Purchaser under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 2 contracts

Samples: Securities Purchase Agreement (CSG Systems International Inc), Securities Purchase Agreement (Comverse Technology Inc/Ny/)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney officer or representative stockholder of Purchaser the Company shall have any liability for any obligations or liabilities of the Purchaser or the Company (as applicable) under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Global BPO Services Corp), Preferred Stock Purchase Agreement (Global BPO Services Corp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser the Seller Parties or their respective Affiliates shall have any liability for any obligations or liabilities of Purchaser Seller under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyContemplated Transactions.

Appears in 2 contracts

Samples: Equity Interest Purchase Agreement, Equity Interest Purchase Agreement (NGL Energy Partners LP)

Non-Recourse. No past, present or future director, officer, employee, advisor, lawyer, agent, representative, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative equityholder of Sellers or the Purchaser shall have any liability for any obligations or liabilities of Sellers or the Purchaser under this Agreement or Sellers’ Documents or the Purchaser’s Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hearusa Inc), Asset Purchase Agreement (Hearusa Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Seller or its Affiliates shall have any liability for any obligations or liabilities of Purchaser Seller under this Agreement or any agreement required to be entered into in connection herewith of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 2 contracts

Samples: Purchase Agreement (EFH Group, Inc.), Stock Purchase Agreement (Euronet Worldwide Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney counsel or representative equityholder of Purchaser Seller shall have any liability for any obligations or liabilities of Purchaser Seller under this Agreement or the Seller Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Midway Games Inc), Stock Purchase Agreement (Midway Games Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of the Purchaser or any Warrantor shall have any liability for any obligations or liabilities of the Purchaser or any Warrantor, as applicable, under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 2 contracts

Samples: Share Purchase Agreement (NetEase, Inc.), Share Purchase Agreement (Alibaba Group Holding LTD)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser or its Affiliates shall have any liability for any obligations or liabilities of Purchaser under this Agreement or the Purchaser Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Netbank Inc), Asset Purchase Agreement (New York Mortgage Trust Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser or its Affiliates shall have any liability for any obligations or liabilities of Purchaser under this Agreement or the Purchaser Document of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Exabyte Corp /De/)

Non-Recourse. No past, present or future director, officer, employee, ------------ incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative stockholder of Purchaser Sellers shall have any liability for any obligations or liabilities of Purchaser Sellers under this Agreement or the Sellers Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Agway Inc)

Non-Recourse. No Except as set forth in Section 11.9 hereof, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Seller or its Affiliates shall have any liability for any obligations or liabilities of Purchaser Seller under this Agreement or the Seller Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bell Industries Inc /New/)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser or its Affiliates shall have any liability for any obligations or liabilities of Purchaser under this Agreement or the Purchaser Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby, except any fraudulent actions by such parties.

Appears in 1 contract

Samples: Asset Purchase Agreement (DXP Enterprises Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholderequity holder, Affiliate, agent, attorney or representative of Purchaser or its Affiliates shall have any liability for any obligations or liabilities of Purchaser under this Agreement or the Purchaser Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Powersecure International, Inc.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any Purchaser shall have any liability for any obligations or liabilities of Purchaser under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 1 contract

Samples: Investment Agreement (Five Below, Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, manager, partner, stockholderequity holder, Affiliate, agent, attorney or representative of Purchaser the Buyer or its Affiliates shall have any liability for any obligations or liabilities of Purchaser the Buyer under this Agreement or the Buyer Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ambient Corp /Ny)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney counsel or representative equity holder of Sellers or Purchaser shall have any liability for any obligations or liabilities of Purchaser Sellers or Purchaser, as applicable, under this Agreement or the Ancillary Agreements of or for any claim based on, in respect of, or by reason of, the transactions transaction’s contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Midway Games Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Seller or Buyer shall have any liability for any obligations or liabilities of Purchaser Seller or Buyer, as applicable, under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hillenbrand Industries Inc)

Non-Recourse. No past, present present, or future director, officer, employee, incorporator, member, partner, stockholderequity holder, Affiliate, agent, attorney attorney, or representative of Purchaser shall the Purchasing Parties or their Affiliates will have any liability for any obligations or liabilities of Purchaser the Purchasing Parties under this Agreement or the Purchaser Documents of or for any claim based on, in respect of, or by reason ofof the Transactions, the transactions contemplated herebyunless such claim is based upon, attributable to, or resulting from, fraud by such Person.

Appears in 1 contract

Samples: Asset Purchase Agreement (TrueBlue, Inc.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholderinterest holder, shareholder, Affiliate, agent, attorney attorney, consultant, representative or representative principal of Purchaser Buyer or any Affiliate of Buyer shall have any liability for any obligations or liabilities of Purchaser Buyer under this Agreement or any Transaction Document or for any claim Claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby or thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (National Technical Systems Inc /Ca/)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser shall either of the Sellers, Buyer or any of their respective Affiliates will have any liability Liability for any obligations or liabilities Liabilities of Purchaser Sellers or Buyer (as the case may be) under this Agreement or the Ancillary Agreements or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ferro Corp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney or representative of the Purchaser shall have any liability for any obligations or liabilities of the Purchaser under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Apollo Medical Holdings, Inc.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative equityholder of Purchaser Sellers shall have any liability for any obligations or liabilities of Purchaser Sellers under this Agreement or any agreement entered into in connection herewith of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Westpoint Stevens Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative stockholder of the Purchaser shall have any liability for any obligations or liabilities of the Purchaser under this Agreement of or for any claim based on, in respect of, of or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mint Leasing Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney or representative of Purchaser the Acquiror shall have any liability for any obligations or liabilities of Purchaser the Acquiror under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advanced Energy Industries Inc)

Non-Recourse. No past, present or future director, officer, manager, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Buyer or either Seller shall have any liability for any obligations or liabilities of Purchaser Buyer or the Sellers, as the case may be, under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Willbros Group, Inc.\NEW\)

Non-Recourse. No (a) Except as set forth in Sections 6.3(b) and 11.13, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Buyer or its Affiliates shall have any liability for any obligations or liabilities of Purchaser Buyer under this Agreement or the Ancillary Agreements of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (McClatchy Co)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney counsel or representative equityholder of Sellers or Purchaser shall have any liability for any obligations or liabilities of Purchaser Sellers or Purchaser, as applicable, under this Agreement or the Ancillary Agreements of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Midway Games Inc)

Non-Recourse. No Except as expressly contemplated by this Agreement, no past, present or future director, officer, employee, advisor, lawyer, agent, representative, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative equityholder of Seller or Purchaser shall have any liability for (i) any obligations or liabilities of Seller or Purchaser under this Agreement or for any claim based onthe certificate of incorporation and by-laws or comparable organizational documents of Seller or Purchaser, in respect of, or by reason of, the transactions contemplated hereby.or‌

Appears in 1 contract

Samples: Asset Purchase Agreement

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser the Selling Stockholder or the Company or any of its respective Affiliates shall have any liability for any obligations or liabilities of Purchaser the Selling Stockholder or the Company under this Agreement of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hollywood Media Corp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Seller, Purchaser or its Affiliates shall have any liability for any obligations or liabilities of Purchaser Seller or Purchaser, as the case may be, under this Agreement or the Seller or Purchaser Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bell Industries Inc /New/)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative equityholder of Purchaser Seller shall have any liability for any obligations or liabilities of Purchaser Seller under this Agreement or the Seller Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lehman Brothers Holdings Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholderstockholder (other than in the case of Seller, Affiliatethe Parent), agent, attorney or representative of Seller or Purchaser shall have any liability for any obligations or liabilities of Seller or Purchaser under this Agreement or the Purchaser Documents or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Verint Systems Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative equityholder of Purchaser Sellers shall have any liability for any obligations or liabilities of Purchaser Sellers under this Agreement or the Seller Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Orleans Homebuilders Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholderequity holder, Affiliate, agent, attorney attorney, or representative of Purchaser or its Affiliates shall have any liability for any obligations or liabilities of Purchaser under this Agreement or the Purchaser Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Paltalk, Inc.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser the Selling Stockholder, the Companies or any of their respective Affiliates shall have any liability for any obligations or liabilities of Purchaser the Selling Stockholder or the Companies under this Agreement of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hollywood Media Corp)

Non-Recourse. No In the absence of fraud or intentional misrepresentation, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Buyers or Sellers shall have any liability for any obligations or liabilities of Purchaser Buyers or Sellers, respectively, under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Matrix Service Co)

Non-Recourse. No Except as expressly contemplated by this Agreement, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative equity holder of Seller or Purchaser shall have any liability for any obligations or liabilities of Seller or Purchaser under this Agreement or any Ancillary Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vermillion, Inc.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Purchasers shall have any liability for any obligations or liabilities of Purchaser Purchasers under this Agreement or the Purchasers Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Technology Purchase Agreement (Enviro Voraxial Technology Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Seller or its Affiliates shall have any liability for any obligations or liabilities Liabilities of Purchaser Seller under this Agreement or the Ancillary Agreements of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Probe Manufacturing Inc)

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Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Buyer or its Affiliates shall have any liability for any obligations or liabilities of Purchaser Buyer under this Agreement the Transaction Agreements of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Purchase Agreement (Magellan Health Services Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney counsel or representative equityholder of Purchaser Sellers shall have any liability for any obligations or liabilities of Purchaser Sellers under this Agreement or the Seller Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Midway Games Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Parent, Seller or any of their respective Affiliates shall have any liability for any obligations or liabilities of Purchaser Parent or Seller under this Agreement or the Seller Documents for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hollywood Media Corp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Seller or its Affiliates shall have any liability for any obligations or liabilities Liabilities of Purchaser Seller under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase and Contribution Agreement (Priority Technology Holdings, Inc.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholderInterest Holders, Affiliate, agent, attorney attorney, consultant, representative or representative principal of Purchaser Buyer or any Affiliate of Buyer shall have any liability for any obligations or liabilities of Purchaser Buyer under this Agreement or any Transaction Document or for any claim Claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby or thereby.

Appears in 1 contract

Samples: Interests Purchase Agreement (National Technical Systems Inc /Ca/)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholderequity holder, Affiliate, agent, attorney or representative of Purchaser Buyer or Seller or any of their respective Affiliates shall have any liability for any obligations or liabilities of Purchaser Buyer or Seller under this Agreement or the Ancillary Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (AquaBounty Technologies, Inc.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of the Purchaser or Seller shall have any liability or obligation for any liabilities or obligations or liabilities of Purchaser either party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that this Section 9.18 shall not apply to the Ancillary Agreements.

Appears in 1 contract

Samples: Stock Purchase Agreement (International Wire Group Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney agent or representative of Purchaser the Purchasers shall have any liability for any of the obligations or liabilities of Purchaser the Purchasers under this Agreement the Transaction Documents or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 1 contract

Samples: Securities Purchase Agreement (X-Change Corp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholderequityholder, Affiliate, agent, attorney or representative of Purchaser or its Affiliates shall have any liability for any obligations or liabilities of Purchaser under this Agreement or the Purchaser Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Teraforce Technology Corp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholderShareholder, Affiliate, agent, attorney attorney, consultant, representative or representative principal of Purchaser Buyer or any Affiliate of Buyer shall have any liability for any obligations or liabilities of Purchaser Buyer under this Agreement or any Transaction Document or for any claim Claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby or thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (National Technical Systems Inc /Ca/)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser the Company or its Affiliates shall have any liability Liability for any obligations Liabilities of Sellers or liabilities of Purchaser their Affiliates under this Agreement or the other Transaction Agreements or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyTransaction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Affinia Group Intermediate Holdings Inc.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative stockholder of the Purchaser shall have any liability for any obligations or liabilities of the Purchaser under this Agreement of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Titanium Asset Management Corp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser the Purchaser, the Company or the Selling Stockholders shall have any liability for any obligations or liabilities of Purchaser any person under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (National Energy Services Reunited Corp.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney or representative of Purchaser shall have any liability for any obligations or liabilities of Purchaser under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 1 contract

Samples: Share Purchase Agreement (Verint Systems Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney limited partner or representative equityholder (other than Parent) of any Seller or Purchaser shall have any liability for any obligations or liabilities of Sellers or Purchaser under this Agreement or the Seller Documents or Purchaser Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Seller or any of its Affiliates shall have any liability for any obligations or liabilities of Purchaser under Seller or such Affiliate for any claim against such Person (whether in contract or in tort) based on, arising out of, or relating to, the negotiation, execution or performance of this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dura Automotive Systems Inc)

Non-Recourse. No past, present or future director, officer, employee, ------------ incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative stockholder of either Seller or Purchaser shall have any liability for any obligations or liabilities of Seller under this Agreement or the Seller Documents or Purchaser under this Agreement or the Purchaser Documents, as the case may be, of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Agway Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative Representative of Purchaser Seller or its Affiliates shall have any liability Liability for any obligations or liabilities of Purchaser Seller under this Agreement or the Transfer Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Strategic Diagnostics Inc/De/)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Seller or Purchaser or their respective Affiliates shall have any liability for any obligations or liabilities of Purchaser Seller or Purchaser, as applicable, under this Agreement or the Seller Documents or Purchaser Documents, as applicable, or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Global Crossing LTD)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney limited partner or representative equityholder (other than Parent) of any Seller or Purchaser shall have any liability for any obligations or liabilities of Sellers or Purchaser under this Agreement or the Seller Documents or Purchaser Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby, except in the case of fraud or willful breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Enesco Group Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, consultant, representative or representative principal of Purchaser Buyer or any Affiliate of Buyer shall have any liability for any obligations or liabilities of Purchaser Buyer under this Agreement or any Transaction Document or for any claim Claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby or thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cenveo, Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholderequity holder, Affiliate, agent, attorney or representative of the Purchaser or its Affiliates shall have any liability for any obligations or liabilities of the Purchaser under this Agreement or the Purchaser Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Share Purchase Agreement (Archipelago Learning, Inc.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser representative, Sellers or their Affiliates (other than Owner) shall have any liability for any obligations or liabilities of Purchaser Sellers under this Agreement or the Seller Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Headwaters Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser the Sellers shall have any liability for any obligations or liabilities of Purchaser the Sellers under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby. [Signature pages follow.]

Appears in 1 contract

Samples: Stock Purchase Agreement (Mavenir Systems Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Seller, Buyer or their respective Affiliates shall have any liability for any obligations or liabilities of Purchaser Seller or Buyer (as applicable) under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 1 contract

Samples: Escrow Agreement (Information Services Group Inc.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholderequityholder, Affiliate, agent, attorney or representative of Purchaser Buyer shall have any liability for any obligations or liabilities of Purchaser Buyer under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

Appears in 1 contract

Samples: Equity Transfer Agreement (Perkinelmer Inc)

Non-Recourse. No past, present or future director, officer, employee, agent, advisor, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative equityholder of Purchaser any Seller shall have any liability for any obligations or liabilities of Purchaser under this Agreement such Seller hereunder or the Seller Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Macquarie Infrastructure CO LLC)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Seller, Purchaser or any of their respective Affiliates shall have any liability Liability for any obligations or liabilities of Seller or Purchaser (as applicable) under this Agreement or the Ancillary Agreements or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (BankFinancial CORP)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative stockholder of the Purchaser shall have any liability for any obligations or liabilities of the Purchaser under this Agreement of or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.hereby and thereby. 57

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Titanium Asset Management Corp)

Non-Recourse. No Except as expressly contemplated by this Agreement, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative equity holder of Seller or the Purchaser shall have any liability for any obligations or liabilities of Seller or the Purchaser under this Agreement or Seller’s documents (“Seller’s Documents”) or the Purchaser’s documents (“Purchaser’s Documents”) of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (PFF Bancorp Inc)

Non-Recourse. No Except as expressly contemplated by this Agreement, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative equityholder of the Sellers or the Purchaser shall have any liability for any obligations or liabilities of the Sellers or the Purchaser under this Agreement or the Sellers’ Documents or the Purchaser’s Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ambassadors International Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Seller or its Affiliates shall have any liability for any obligations or liabilities of Purchaser Seller under this Agreement or the Seller Ancillary Agreements of or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nisource Inc.)

Non-Recourse. No past, present or future manager, director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Sellers or the Acquired Companies or any of their respective Affiliates shall have any personal liability to Buyer for any obligations or liabilities of Purchaser Sellers or the Acquired Companies under this Agreement or any Ancillary Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby; provided that the foregoing will not affect Buyer’s recourse against Sellers hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Belden Inc.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Purchaser Buyer shall have any liability for any obligations or liabilities of Purchaser Buyer under this Agreement Agreement, unless such liability results only from fraud or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyintentional wrongdoing.

Appears in 1 contract

Samples: Purchase Agreement (DXP Enterprises Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or representative equityholder of Purchaser Sellers shall have any liability for any obligations or liabilities of Purchaser such Sellers under this Agreement or any other Transaction Document, for any claim based on, in respect of, or by reason of, of the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Verasun Energy Corp)

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