Common use of Non-Recourse Clause in Contracts

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

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

Non-Recourse. Except as expressly set forth Notwithstanding anything that may be expressed or implied in the other Transaction Documents or the Confidentiality this Agreement, or any document, certificate or instrument delivered in connection herewith or otherwise (together, the “Transaction Documents”), each Party acknowledges and agrees, on behalf of itself and its respective Related Persons (as defined below), that all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) 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 AgreementAgreement or any Transaction Document or the transactions contemplated hereby or thereby, or (b) the negotiation, execution, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreementany of the foregoing documents), (c) any breach or violation of this Agreement or any other Transaction Document or (d) the failure of the transactions set forth on this Agreement or any Transaction Document to be consummated, in each case may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties to such Transaction Document. In furtherance and not in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns limitation of the foregoing) (collectively, the “Nonparty Affiliates”)each Party acknowledges and agrees, on behalf of itself and its respective Related 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 any such other Person and no such other Person shall have any Liability liabilities (whether in contract or in tort, at in law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) for of any claims, causes of action, obligations, or liabilities nature whatsoever arising under, out of, in connection with, with or related in any manner to this Agreement the items in the preceding clauses (a) through (d), it being expressly agreed and acknowledged that no liabilities whatsoever shall attach to, be imposed on or based onotherwise be incurred by any direct or indirect, in respect ofpast, 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 reason of this Agreement any legal or its negotiationequitable actions, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiessuits, claims, causes investigations or proceedings, by virtue of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Applicable Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (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, . The Parties acknowledge and agree that the Related Persons are intended third-party beneficiaries of this Section 5.16. Nothing in each case, arising under, out of, in connection with, or related in any manner to this Agreement precludes the Parties 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 Related Persons from exercising any Nonparty Affiliates with respect to rights under the performance of this Merger Agreement or any representation other agreement to which they are specifically a party or warranty made inan express third-party beneficiary thereof, and nothing in connection with, this Agreement shall limit the liability or as an inducement obligations of any Related Person under any other agreement to this Agreementwhich they are specifically a party.

Non-Recourse. Except (a) This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against the entities that are expressly named as expressly parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. (b) The Sellers each agree that, except to the extent a named party in this Agreement, (a) neither it nor any of its Affiliates will bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of the other Transaction Documents Buyer or any of its Affiliates (each, a “Buyer Related Party”), in any way relating to this Agreement or the Confidentiality Agreementtransactions contemplated hereby, all claimsincluding any dispute arising out of or relating in any way to the Debt Financing Commitment, obligationsthe Debt Financing, liabilitiesthe Debt Financing Agreements or the performance thereof, or causes of action and (b) no Buyer Related Party shall have any liability (whether in contract or in tort, at in law or in equity, granted by statute or otherwisebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, the Sellers or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing Target Entities or any of its and their respective successorsAffiliates or their respective directors, predecessors officers, employees, agents, partners, managers or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) equity holders for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, or related in of any manner to party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to have been made in connection herewith. (c) The Buyer agrees that, except to the extent a named party in this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth and except in the other Transaction Documents event of Fraud, (a) neither it nor any of its Affiliates will bring or the Confidentiality Agreement)support any action, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes cause of action, and obligations arising underclaim, out ofcross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of the Sellers or any of their Affiliates (each, a “Seller Related Party”), in connection with, or related in any manner way relating to this Agreement or the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing Commitment, the Debt Financing, the Debt Financing Agreements or the performance thereof, and (b) no Seller Related Party 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 Buyer or any of its Affiliates or their respective directors, officers, employees, agents, partners, managers or equity holders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiationof, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party transactions contemplated 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 respect of any oral representations made or in equity, granted by statute or otherwise, alleged 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, have been made in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach 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 Agreementherewith.

Non-Recourse. Except as expressly set forth in the other Transaction Documents Each party hereto agrees, on behalf of itself and its Affiliates and its and their present or the Confidentiality Agreementformer directors, officers, stockholders, partners, members or employees, that all Actions, claims, obligations, liabilities, liabilities or causes of action (whether in contract Contract or in tort, at law in Law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (A) this AgreementAgreement or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (B) the negotiation, execution, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this AgreementAgreement or any of the other Transaction Documents), (C) any breach or violation of this Agreement or any other of the other Transaction Documents and (D) any failure of any of the transactions contemplated hereunder or under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may be made only against (and such representations and warranties 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 identified as parties to such other Transaction Documents and in accordance with, and subject to the preamble to terms and conditions of this Agreement (or such other Transaction Documents, as applicable. In furtherance and not in limitation of the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, foregoing and any financial advisor or lender to, any Contracting Party, notwithstanding anything contained in this Agreement or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, of the other Transaction Documents to the contrary and any financial advisor or lender to, any of without limiting the foregoing 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 respective Affiliates and its and their respective successorspresent or former directors, predecessors officers, stockholders, partners, members or assigns (employees, that no recourse under this Agreement or any successors, predecessors or assigns of the foregoing) (collectivelyother Transaction Documents or in connection with any of the transactions contemplated hereunder or thereunder shall be sought or had against any other Person, the “Nonparty Affiliates”)including any Investor Related Party, and no other Person, including any Investor Related Party, shall have any Liability liabilities or obligations (whether in contract Contract or in tort, at law in Law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth the items in the other Transaction Documents or the Confidentiality Agreementimmediately preceding clauses (A) through (D), andit being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, be imposed on or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be availableincurred by any of the aforementioned, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each caseas such, arising under, out of, in connection with, with or related in any manner to the items in the immediately preceding clauses (A) through (D), 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 on, in respect of, upon a multiple of earnings 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 similar financial measure which may be alleged as a result of this Agreement or any representation of the other Transaction Documents or warranty made in, in connection withany of the transactions contemplated hereunder or thereunder, or as an inducement to this Agreementthe termination or abandonment of any of the foregoing.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, All claims or causes of action (whether in contract or in tort, at law in Law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or the other transactions contemplated hereby, or the negotiation, execution, execution or performance of this Agreement or the transactions contemplated hereby (including any representation or warranty made in, in or in connection withwith this Agreement or any certificate, instrument or other document delivered in connection herewith or as an inducement toto enter into this Agreement or any such other certificate, this Agreement)instrument or other document delivered in connection herewith, may be made only following the effectiveness of this Agreement and then against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)Parties hereto and thereto. No Person who is not a Contracting Partynamed party to this Agreement or any such other certificate, instrument or other document delivered in connection herewith, including any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, memberstockholder, equityholder, Affiliate, agent, attorney or assignee or Representative of, and representative of any financial advisor or lender to, any Contracting Party, named party to this Agreement or any currentsuch other certificate, former instrument or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or other document delivered in connection herewith nor the Seller Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract or in tort, at law in Law or in equity, granted by statute or otherwisebased upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or any such other certificate, instrument or other document delivered in connection herewith (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or its negotiationany such other certificate, execution, performance, instrument or breach other document delivered in connection herewith (other than as expressly set forth in the other Transaction Documents case may be) or the Confidentiality Agreement), and, to the maximum extent permitted by Law, negotiation or execution hereof or thereof; and each Contracting Party hereby hereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise Non-Party Affiliates are expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason intended as third party beneficiaries of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance provision of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

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

Non-Recourse. Except as expressly set forth in Notwithstanding anything to the other Transaction Documents contrary contained herein or the Confidentiality Agreementotherwise, all claimsthis Agreement may only be enforced against, obligations, liabilities, and any claims or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)the transactions contemplated hereby, may only be made only against (and such representations and warranties are those solely of) against, the Persons that are expressly identified as parties in the preamble to this Agreement (in the “Contracting Parties”). No Person who is not a Contracting Partypreamble and signature pages hereto) in their capacities as parties to this Agreement or the Persons that are expressly identified as parties to any other Transaction Agreement, including any currentthe Equity Commitment Letter or the Limited Guaranty in their capacities as parties to such agreements, former and no former, current or future equityholderequity holders, incorporatorcontrolling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of the Persons that are expressly identified herein as parties to such agreements or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, Affiliatemanager, Affiliate or assignee or Representative of, and agent of any financial advisor or lender to, any Contracting Partyof the foregoing, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”)other non-party, shall have any Liability liability for any obligations or liabilities of the parties or for any claim (whether in contract or in tort, at law or in equity, granted by statute contract or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of, the transactions contemplated hereby or thereby or in respect of this Agreement any representations, warranties or its negotiation, execution, performance, statements made or breach alleged to be made in connection herewith or therewith (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, except 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 Person is expressly identified as a party to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (such other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliatesagreement). Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in rights of either party against the other Transaction Documents party, in no event shall either party or the Confidentiality Agreementany of its Affiliates seek to enforce this Agreement against, (i) each Contracting Party hereby waives and releases make any and all rights, claims, demandsclaims for breach of this Agreement against, or causes seek to recover monetary damages for breach of action that may otherwise be availablethis Agreement from, any non-party, whether in contract by or in tortthrough attempted piercing of the corporate, at law limited partnership or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose limited 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 company veil, unfairnessby the enforcement of any assessment or by any legal or equitable proceeding, undercapitalizationby virtue of any statute, regulation or Applicable Law, 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 . The non-parties specified above shall be express third-party beneficiaries of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementSection 9.10.

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

Non-Recourse. Except as expressly set forth in the other Transaction Documents Each party hereto agrees, on behalf of itself and its Affiliates and its and their present or the Confidentiality Agreementformer directors, officers, stockholders, partners, members or employees, that all actions, claims, obligations, liabilities, liabilities or causes of action (whether in contract or in tort, at law in Law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (A) this AgreementAgreement or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (B) the negotiation, execution, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this AgreementAgreement or any of the other Transaction Documents), (C) any breach or violation of this Agreement or any other of the other Transaction Documents and (D) any failure of any of the transactions contemplated hereunder or under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may be made only against (and such representations and warranties 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 identified as parties to such other Transaction Documents and in accordance with, and subject to the preamble to terms and conditions of this Agreement (or such other Transaction Documents, as applicable. In furtherance and not in limitation of the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, foregoing and any financial advisor or lender to, any Contracting Party, notwithstanding anything contained in this Agreement or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, of the other Transaction Documents to the contrary and any financial advisor or lender to, any of without limiting the foregoing 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 respective Affiliates and its and their respective successorspresent or former directors, predecessors officers, stockholders, partners, members or assigns (employees, that no recourse under this Agreement or any successors, predecessors or assigns of the foregoing) (collectivelyother Transaction Documents or in connection with any of the transactions contemplated hereunder or thereunder shall be sought or had against any other Person, the “Nonparty Affiliates”)including any Investor Related Party, and no other Person, including any Investor Related Party, shall have any Liability liabilities or obligations (whether in contract or in tort, at law in Law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth the items in the other Transaction Documents or the Confidentiality Agreementimmediately preceding clauses (A) through (D), andit being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, be imposed on or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be availableincurred by any of the aforementioned, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each caseas such, arising under, out of, in connection with, with or related in any manner to the items in the immediately preceding clauses (A) through (D), 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 on, in respect of, upon a multiple of earnings 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 similar financial measure which may be alleged as a result of this Agreement or any representation of the other Transaction Documents or warranty made in, in connection withany of the transactions contemplated hereunder or thereunder, or as an inducement to this Agreementthe termination or abandonment of any of the foregoing.

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

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

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

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

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

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

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

Non-Recourse. Except as expressly set forth Notwithstanding anything that may be expressed or implied in the this Agreement, any other Transaction Documents Document or the Confidentiality Agreementany document, all claims, obligations, liabilities, certificate or causes of action (whether instrument delivered in contract or in tort, at law or in equity, granted by statute 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 AgreementAgreement or any Transaction Document or the Transactions, or (b) the negotiation, execution, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreementany of the foregoing documents), (c) any breach or violation of this Agreement or any other Transaction Document and (d) the failure of the Transactions to be consummated, in each case may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in hereto or thereto, as applicable (other than claims by Parent against the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including insurers under any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, buy side representations and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing warranty insurance policy obtained by Parent or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns its Affiliates). In furtherance and not in limitation of the foregoing) (collectively, the “Nonparty Affiliates”)each party hereto acknowledges and agrees, on behalf of itself and its respective Related Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions shall be sought or had against any such other Person and no such other Person shall have any Liability Liabilities (whether in contract or in tort, at in law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) for of any claims, causes of action, obligations, or liabilities nature whatsoever arising under, out of, in connection with, with or related in any manner to this Agreement the items in the preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or based onLiabilities 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 respect ofthe 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 reason of this Agreement any legal or its negotiationequitable actions, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiessuits, claims, causes investigations or proceedings, by virtue of actionany law, or otherwise, except for (i) claims against any Person that is party to, and obligations arising under, out solely pursuant to the terms and conditions of, in connection withthe applicable Transaction Document(s), or related in any manner to this Agreement or based on(ii) claims of fraud, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreementiii) claims against any such Nonparty Affiliates. Without limiting the foregoingPerson that is party to, and solely pursuant to the maximum extent permitted by Lawterms and conditions of the, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, and (iiv) each Contracting Party hereby waives and releases any and all rights, claims, demands, claims Parent 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 otherwiseMerger Sub may, in each casetheir sole discretion, 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 assert against the Debt Financing Sources pursuant to the performance terms and conditions of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementthe Debt Commitment Letter.

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

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

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

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

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) Anything that may be based uponexpressed or implied in this Agreement notwithstanding, each of the parties hereto covenants, acknowledges and agrees that no person other than the parties to this Agreement shall have any liability or obligation hereunder and that, (i) the fact that any affiliate of any of the parties to this Agreement may be a limited liability company notwithstanding, no recourse hereunder or under any documents or instruments delivered in respect ofconnection herewith shall be had against any former, arise undercurrent or future direct or indirect director, out officer, employee, agent, partner, manager, member, securityholder, affiliate, stockholder, controlling person, assignee or by reason ofrepresentative of the parties hereto under this Agreement or under the Merger Agreement (any such person or entity, be connected with, or relate in any manner other than the parties to this Agreement, or their assignees under this Agreement or the negotiationMerger Agreement, executiona “Related Party”) or any Related Party of any of such parties’ Related Parties (including, without limitation, in respect of any liabilities or obligations arising under, or performance of this Agreement (including any representation or warranty made in, 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 as an inducement 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) no personal liability whatsoever will attach to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including imposed on or otherwise incurred by any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, Related Party of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner parties to this Agreement or any Related Party of any of such parties’ Related Parties under this Agreement or for any claim based on, in respect of, or by reason of this Agreement the transactions contemplated hereby or its negotiation, execution, performancecontemplated by the Merger Agreement, or breach (by the creation of such transactions. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person, other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner parties to this Agreement Agreement, any right, benefit or based on, in respect of, remedy of any nature whatsoever under or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

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

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

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

Non-Recourse. Except as expressly set forth in contemplated by the other Transaction Documents or the Confidentiality AgreementSponsor Guaranty and/or Equity Commitment Letter, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) a party hereto and then only with respect to the Persons that are expressly identified as parties specific obligations set forth herein with respect to such party. Except in the preamble case of claims for fraud and except as contemplated by the Sponsor Guaranty and/or Equity Commitment Letter, this Agreement may only be enforced against, and any claim or Suit based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against a party hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except in the case of claims for fraud, except as contemplated by the Sponsor Guaranty and/or Equity Commitment Letter and except to the extent a named party to this Agreement (and then only to the “Contracting Parties”). No extent of the specific obligations undertaken by such named party in this Agreement, no Person who is not a Contracting Partyparty hereto, including any current, former or future equityholderdirector, officer, employee, incorporator, member, partner, manager, management company, stockholder, equityholder, controlling person, general or limited partner, member, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any Contracting Partyparty, including Debt the Financing sources, or any current, former or future equityholderdirector, officer, employee, incorporator, member, partner, manager, management company, stockholder, equityholder, controlling person, general or limited partner, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), provided that “Nonparty Affiliates” shall exclude Buyer and Sponsor) shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement)breach, and, to the maximum extent permitted by Lawapplicable laws, except as otherwise provided in the Sponsor Guaranty and/or Equity Commitment Letter, each Contracting Party party hereto hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Lawapplicable laws, except in the case of claims for fraud, and except to the extent otherwise expressly set forth in in, and subject to the other Transaction Documents terms and conditions of, this Agreement, the Sponsor Guaranty, the Equity Commitment Letter, or the Confidentiality Agreement, (ia) each Contracting Party party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party party or otherwise impose liability of a Contracting Party party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (iib) each Contracting Party party hereto disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement; provided, however, that nothing in this Section 10.16 will limit Buyer’s ability to rely on those representations and warranties set forth in Article III (or in any certificate or instrument delivered pursuant to this Agreement). Notwithstanding anything to the contrary herein, but subject to clause (ii) of the immediately following sentence of this Section 10.16, none of the parties hereto, nor any of their respective Affiliates, shall have any rights, claims or causes of action against any Debt Financing source or their respective Nonparty Affiliates in connection with the Debt Financing, this Agreement or the transactions contemplated by this Agreement, whether at law or in equity, in contract, in tort or otherwise, and any such claims, rights and causes of action are disclaimed and released in full. Notwithstanding the foregoing, (i) the Nonparty Affiliates, including the Debt Financing Sources, shall be third party beneficiaries of this Section 10.16, each of whom may enforce the provisions of this Section 10.16, and (ii) nothing in this Section 10.16 shall in (x) in any way limit or modify any Debt Financing sources’ (including each Debt Financing source’s Affiliates and its and its Affiliates’ respective officers, directors, employees, agents and representatives) obligations to Buyer or its Affiliates under the Debt Commitment Letter or (y) impair any rights, claims or causes of action of the Buyer and its Affiliates in respect of the Debt Commitment Letter. Notwithstanding the foregoing, this Section 10.16 shall be subject to the last sentence of Section 6.2.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality AgreementAll Actions, all claimsproceedings, obligations, liabilities, Losses or causes of action (whether in contract or contract, in tort, at law in Law or in equity, or granted by statute whether by or otherwisethrough attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (i) this AgreementAgreement or the other Transaction Documents, or (ii) the negotiation, execution, execution or performance of this Agreement or the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (iii) any breach or violation of this Agreement or the other Transaction Documents and (iv) any failure of the transactions contemplated by this Agreement or the other Transaction Documents to be consummated, in each case, may only be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified named as parties hereto. In furtherance and not in limitation of the preamble to foregoing, and notwithstanding any other provision of this Agreement (to the “Contracting Parties”). No Person who is not a Contracting Partycontrary, including each party hereto covenants, agrees and acknowledges that no recourse under this Agreement, any currentrelated document or any documents or instruments delivered in connection with this Agreement or any related document shall be had against any past, former present or future equityholder, incorporatordirect or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, memberstockholder, incorporator, Representative, or assignee of any party to this Agreement, nor any past, present or future direct or indirect equity holder, controlling person, Affiliate, or assignee or Representative ofmember, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling personmanager, general or limited partner, Affiliatestockholder, incorporator, Representative or assignee or Representative of, and any financial advisor or lender to, of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in contract, tort, at law or in equity, Law or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) for ), 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 claimsof the aforementioned, causes of actionas such, obligations, or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth the items in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, immediately preceding clauses (i) each Contracting Party hereby waives 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 through (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 Agreementiv).

Non-Recourse. Except as expressly set forth Notwithstanding anything that may be expressed or implied in the other Transaction Documents or the Confidentiality this Agreement, or any document, certificate or instrument delivered in connection herewith or otherwise (together, the “Transaction Documents”), the Company acknowledges and agrees, on behalf of itself and its respective Related Persons (as defined below), that all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) 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 AgreementAgreement or any Transaction Document or the Transactions, or (b) the negotiation, execution, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreementany of the foregoing documents), (c) any breach or violation of this Agreement or any other Transaction Document or (d) the failure of the Transactions to be consummated, in each case may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties Parties hereto. In furtherance and not in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns limitation of the foregoing) (collectively, the “Nonparty Affiliates”)Company acknowledges and agrees, on behalf of itself and its respective Related Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions shall be sought or had against any such other Person and no such other Person shall have any Liability liabilities (whether in contract or in tort, at in law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) for of any claims, causes of action, obligations, or liabilities nature whatsoever arising under, out of, in connection with, with or related in any manner to this Agreement the items in the preceding clauses (a) through (d), it being expressly agreed and acknowledged that no liabilities whatsoever shall attach to, be imposed on or based onotherwise be incurred by any direct or indirect, in respect ofpast, 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 reason of this Agreement any legal or its negotiationequitable actions, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiessuits, claims, causes investigations or proceedings, by virtue of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, . The Parties acknowledge and agree that the Related Persons are intended third-party beneficiaries of this Section 5.16. Nothing in each case, arising under, out of, in connection with, or related in any manner to this Agreement precludes the Parties 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 Related Persons from exercising any Nonparty Affiliates with respect to rights under the performance of this Merger Agreement or any representation other agreement to which they are specifically a party or warranty made inan express third-party beneficiary thereof, and nothing in connection with, this Agreement shall limit the liability or as an inducement obligations of any Related Person under any other agreement to this Agreementwhich they are specifically a party.

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

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

Non-Recourse. Except as expressly set forth in for the other Transaction Documents or liabilities and obligations of the parties to the Confidentiality Agreement, the Debt Commitment Letter, the Rollover Agreements and the Voting Agreements under any of the foregoing Contracts to which they are expressly identified as parties, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this AgreementAgreement or the Merger, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as the parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, partner, manager, director, officer, stockholder, equityholder, Affiliate, Representative or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling personmember, general or limited partner, manager, director, officer, stockholder, equityholder, Affiliate, Representative or assignee or Representative of, and any financial advisor or lender to, of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of and the foregoing) Financing Parties (collectively, the “Nonparty AffiliatesNon-Recourse Parties”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party 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 Merger or based on, in respect of, or by reason of this Agreement or its the Merger or the negotiation, execution, performance, or breach of this Agreement (other than as expressly set forth than, in each case, the other Transaction Documents or liabilities and obligations of the parties to the Confidentiality Agreement) , the Debt Commitment Letters, the Rollover Agreements and the Voting Agreements under any of the foregoing Contracts to which they are expressly identified as parties), and, to the maximum extent permitted by Applicable Law, each Contracting Party, on behalf of itself and its Affiliates, hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty AffiliatesNon-Recourse Party. Without limiting the foregoing, to the maximum extent permitted by Applicable Law, except to the extent otherwise expressly set forth as provided in the other Transaction Documents or the Confidentiality Agreement, the Debt Commitment Letters, the Rollover Agreements and the Voting Agreements, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose impute or extend the liability of a Contracting Party on to any Nonparty AffiliateNon-Recourse Party, whether granted by 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, 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 Non-Recourse 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.

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

Non-Recourse. Except as expressly set forth in the other Transaction Documents Each party hereto agrees, on behalf of itself and its Affiliates and its and their present or the Confidentiality Agreementformer directors, officers, stockholders, partners, members or employees, that all Actions, claims, obligations, liabilities, liabilities or causes of action (whether in contract Contract or in tort, at law in Law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (A) this AgreementAgreement or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (B) the negotiation, execution, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this AgreementAgreement or any of the other Transaction Documents), (C) any breach or violation of this Agreement or any other of the other Transaction Documents and (D) any failure of any of the transactions contemplated hereunder or under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may be made only against (and such representations and warranties 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 identified as parties to such other Transaction Documents and in accordance with, and subject to the preamble to terms and conditions of this Agreement (or such other Transaction Documents, as applicable. In furtherance and not in limitation of the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, foregoing and any financial advisor or lender to, any Contracting Party, notwithstanding anything contained in this Agreement or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, of the other Transaction Documents to the contrary and any financial advisor or lender to, any of without limiting the foregoing 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 respective Affiliates and its and their respective successorspresent or former directors, predecessors officers, stockholders, partners, members or assigns (employees, that no recourse under this Agreement or any successors, predecessors or assigns of the foregoing) (collectivelyother Transaction Documents or in connection with any of the transactions contemplated hereunder or thereunder shall be sought or had against any other Person, the “Nonparty Affiliates”)including any Investor Related Party, and no other Person, including any Investor Related Party, shall have any Liability liabilities or obligations (whether in contract Contract or in tort, at law in Law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth the items in the other Transaction Documents or the Confidentiality Agreementimmediately preceding clauses (A) through (D), andit being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, be imposed on or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be availableincurred by any of the aforementioned, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each caseas such, arising under, out of, in connection with, with or related in any manner to the items in the immediately preceding clauses (A) through (D), 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 on, in respect of, upon a multiple of earnings 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 similar financial measure which may be alleged as a result of this Agreement or any representation of the other Transaction Documents or warranty made in, in connection withany of the transactions contemplated hereunder or thereunder, or as an inducement to this Agreementthe termination or abandonment of any of the foregoing.

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

Non-Recourse. Except as expressly set forth Notwithstanding anything that may be expressed or implied in the other Transaction Documents or the Confidentiality this Agreement, or any document, certificate or instrument delivered in connection herewith or otherwise (together, the “Transaction Documents”), each of the Company, Parent and Stockholder acknowledges and agrees, on behalf of itself and its respective Related Persons (as defined below), that all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) 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 AgreementAgreement or any Transaction Document or the Transactions, or (b) the negotiation, execution, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreementany of the foregoing documents), (c) any breach or violation of this Agreement or any other Transaction Document or (d) the failure of the Transactions to be consummated, in each case may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified Parties or as parties to any Transaction Document, as applicable. In furtherance and not in limitation of the preamble foregoing, each of the Company, Parent and Stockholder acknowledges and agrees, on behalf of itself and its respective Related Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions shall be sought or had against any such other Person not a party to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyor any Transaction Document, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative ofas applicable, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), no such other Person shall have any Liability liabilities (whether in contract or in tort, at in law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) for of any claims, causes of action, obligations, or liabilities nature whatsoever arising under, out of, in connection with, with or related in any manner to this Agreement the items in the preceding clauses (a) through (d), it being expressly agreed and acknowledged that no liabilities whatsoever shall attach to, be imposed on or based onotherwise be incurred by any direct or indirect, in respect ofpast, 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 Parent, the Company or Stockholder or any of their respective Affiliates (collectively, with such Person’s assignees, successors and assigns, the “Related Persons”), through the Company, Parent, Stockholder or their respective 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, as applicable, by the enforcement of any assessment or by reason of this Agreement any legal or its negotiationequitable actions, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiessuits, claims, causes investigations or proceedings, by virtue of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, . The Parties acknowledge and agree that the Related Persons are intended third-party beneficiaries of this Section 5.16. Nothing in each case, arising under, out of, in connection with, or related in any manner to this Agreement precludes the Parties 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 Related Persons from exercising any Nonparty Affiliates with respect to rights under the performance of this Transaction Agreement or any representation other agreement to which they are specifically a party or warranty made inan express third-party beneficiary thereof, and nothing in connection with, this Agreement shall limit the liability or as an inducement obligations of any Related Person under any other agreement to this Agreementwhich they are specifically a party.

Non-Recourse. (a) Except as expressly to the extent otherwise set forth in the other Transaction Documents or the Confidentiality Agreement, all claimsActions, obligations, liabilities, or liabilities and causes of action (whether in contract or in tort, at in law or in equity, equity or granted by statute or otherwisestatute) that may be based upon, be in respect of, arise under, out or by reason of, be connected with, with or relate in any manner to this AgreementAgreement or any other Transaction Document, or the negotiation, execution, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, this Agreement or as an inducement to, this Agreementany other Transaction Document), may be made against only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties hereto in the preamble Preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholderfounder, incorporator, controlling personmember, general or limited partner, membermanager, shareholder, Affiliate, Joint Venture, Representative or assignee or Representative of, and any financial advisor or lender to, of any Contracting Party, or any current, former or future equityholderfounder, incorporator, controlling personmember, general or limited partner, manager, shareholder, Affiliate, Joint Venture, Representative or assignee or Representative of, and any financial advisor or lender to, of any of the foregoing or any of their respective successors(each, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the a “Nonparty AffiliatesAffiliate”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, Actions, liabilities or causes of action, obligations, or liabilities action arising under, out or by reason of, in connection with, or related in any manner to this Agreement or any other Transaction Document or based on, in respect of, or by reason of this Agreement or any other Transaction Document or its negotiation, execution, performance, performance or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, action and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting . (b) Seller (on behalf of itself and the foregoingAcquired Companies and its and their respective Affiliates and Representatives, to the maximum extent permitted by Lawmembers, except to the extent otherwise expressly set forth in the other Transaction Documents managers, stockholders, funds, general or the Confidentiality Agreement, limited partners and controlling Persons thereof) (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, claims or causes rights against any third party debt financing sources relating to or arising out of action that may otherwise be availablethis Agreement or the transactions contemplated hereby, whether in contract or in tort, at law or in equityequity and whether in tort, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party contract 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 hereby agrees to cause any reliance upon Action asserted against any Nonparty third party debt financing sources by or on behalf of Seller, the Acquired Companies or any of their respective Affiliates or any Representative, member, manager, stockholder, fund, general or limited partner and controlling Person thereof in connection with respect this Agreement and the transactions contemplated hereby to be dismissed or otherwise terminated. In furtherance and not in limitation of the performance foregoing waivers and agreements, it is acknowledged and agreed that no third party debt financing source shall have any liability for any claims or damages to Seller, the Acquired Companies or any of their respective Affiliates or any Representative, member, manager, stockholder, fund, general or limited partner and controlling Person thereof in connection with this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Section 10.15(b) shall in any way limit or modify the rights of (x) Purchaser or its Affiliates under this Agreement or the obligations of any representation third party debt financing sources owing to Purchaser or warranty made in, in connection with, its Affiliates or as an inducement to (y) Seller or its Affiliates under this AgreementAgreement against Purchaser or its Affiliates. [The remainder of this page is intentionally left blank.]

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

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all All claims, obligations, liabilitiesLiabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation representation, warranty, covenant or warranty agreement made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in Seller and the preamble to this Agreement Buyer (collectively, the “Contracting Parties”). No Except as set forth in any Contract currently in effect between a Contracting Party and a Nonparty Affiliate, no Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general representative or limited partner, member, Affiliate, Affiliate of Seller or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, Buyer or any current, former or future equityholder, incorporator, controlling person, general representative or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, Affiliate of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement)breach, and, to the maximum extent permitted by Law, each Contracting Party (and in the case of each of Seller and Buyer, on behalf of itself and any of its subsidiaries and Affiliates, and their respective directors, officers, employees, agents, advisors and Representatives) hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party and in the case of each of Seller and Buyer, on behalf of itself and any of its subsidiaries and Affiliates, and their respective directors, officers, employees, agents, advisors and Representatives, hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (iib) each Contracting Party (and in the case of each of Seller and Buyer, on behalf of itself and any of its subsidiaries and Affiliates, and their respective directors, officers, employees, agents, advisors and representatives) disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation representation, warranty, covenant or warranty agreement made in, in connection with, or as an inducement to this Agreement. Notwithstanding the foregoing, nothing in this Section 9.16 shall limit the ability of a party to bring a claim for Fraud against another party.

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

Non-Recourse. Except as expressly set forth Subject in all cases to the other Transaction Documents provisions of Section 11: (a) This Agreement and the Ancillary Agreements may only be enforced against, and any claim or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be suit based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to this AgreementAgreement or the Ancillary Agreements, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)the Ancillary Agreements, may only be made only brought against (and such representations and warranties are those solely of) the Persons that are expressly identified as named parties in the preamble to this Agreement or such Ancillary Agreements and then only with respect to the specific obligations set forth herein and therein with respect to the named parties to this Agreement or such Ancillary Agreements (in all cases, as limited by the “Contracting Parties”provisions of Section 11). No Person who is not a Contracting Partynamed party to this Agreement or the Ancillary Agreements, including any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, memberstockholder, Affiliate, agent, attorney or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any representative of the foregoing Company, the Sellers or any of their respective successorsAffiliates, predecessors will have or assigns (be subject to any liability or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability indemnification obligation (whether in contract or in tortcontract, at law or in equity, granted by statute tort or otherwise) for to the Buyer or any claims, causes of action, obligationsother Person resulting from (nor will the Buyer have any claim with respect to) (i) the distribution to the Buyer, or liabilities arising under, out the Buyer’s use of, or reliance on, any information, documents, projections, forecasts or other material made available to the Buyer in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, the transactions contemplated by this Agreement, or related in (ii) any manner to this Agreement or claim based on, in respect of, or by reason of, the sale and purchase of this Agreement the Company, including any alleged non-disclosure or its negotiationmisrepresentations made by any such Persons, executionin each case, performanceregardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract, tort or otherwise, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on ; and each party hereto waives and releases all such liabilities and obligations against 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 Agreementsuch Persons.

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

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

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

Non-Recourse. Except as expressly set forth in the Confidentiality Agreement or any other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action (whether in contract or in tortat Law, at law or in equity, granted by statute in contract, in tort or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons Parties that are expressly identified as parties in the preamble to this Agreement and the successors and assigns thereof (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, director, officer, employee, agent, consultant or assignee or Representative representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, director, officer, employee, agent, consultant or assignee or Representative representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in law or in equity, whether in contract or in tort, at law or in equity, granted by statute tort or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the Confidentiality Agreement or any other Transaction Documents or the Confidentiality Agreement), including any alleged non-disclosure or misrepresentations made by any such Person or as a result of the use or reliance on any information, documents or materials made available by such Person, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the Confidentiality Agreement or any other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Non-Party Affiliates; provided, that, for clarity, no party to the Confidentiality Agreement or any other Transaction Agreement shall be deemed a Non-Party Affiliate with respect to such documents to which it is a party. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the Confidentiality Agreement or any other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party Parent hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tortat Law, at law or in equity, granted by statute in contract, in tort or otherwise, to avoid or disregard the entity form of any Seller that is a Contracting Party trust or otherwise impose liability of a Contracting Party Seller on any Nonparty Affiliatebeneficiary of such trust that is not otherwise a Seller or trustee of a Seller, 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, 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 (other than as expressly set forth in the Confidentiality Agreement or any other Transaction Agreement); and (ii) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as for the liabilities and obligations of each Equity Investor expressly set forth in the other Transaction Documents Confidentiality Agreement, the Equity Commitment Letters or the Confidentiality AgreementFee Funding Agreements to which it is a party and subject in each case to the terms, conditions and limitations set forth therein, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the transactions contemplated by this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons persons that are expressly identified as the parties in the preamble to this Agreement (the “Contracting Parties”). No Person person who is not a Contracting Party, including any Equity Investor, and any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of and the foregoing) Financing Entities Related Parties (collectively, the “Nonparty AffiliatesNon-Recourse Party”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or the transactions contemplated by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its the transactions contemplated by this Agreement or the negotiation, execution, performance, or breach of this Agreement (other than as except for the liabilities and obligations of each Equity Investor expressly set forth in the other Transaction Documents Confidentiality Agreement, the Equity Commitment Letters or the Confidentiality Agreement) Fee Funding Agreements to which it is a party and subject in each case to the terms, conditions and limitations set forth therein), and, to the maximum extent permitted by applicable Law, each Contracting Party, on behalf of itself and its controlled Affiliates, hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty AffiliatesNon-Recourse Party. Without limiting the foregoing, to the maximum extent permitted by applicable Law, except to the extent otherwise expressly set forth as provided in the other Transaction Documents or the Confidentiality AgreementDocuments, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose impute or extend the liability of a Contracting Party on to any Nonparty AffiliateNon-Recourse Party, whether granted by 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, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach ; and (iib) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Non-Recourse 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.

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

Non-Recourse. Except as The Company (i) agrees, both for itself and its shareholders and Affiliates, that except to the extent expressly set forth in the other Transaction Documents any Debt Commitment Letter or the Confidentiality Agreementany agreement effecting any Rollover Share Transfers, all claims, obligations, liabilities, claims or causes of action (whether in contract or in tort, at in law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement), may be made only against (Parent and such representations Merger Sub, and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No no Person who is not a Contracting Partynamed party to this Agreement, including without limitation any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited manager, partner, memberequityholder, Affiliate, agent, attorney or assignee representative of Parent, Merger Sub or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns Rollover Shareholder (or any successors, predecessors or assigns of the foregoingother than Parent) (collectively, the “Nonparty AffiliatesNon-Party Entities”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, granted by statute or otherwisebased upon any theory that seeks to impose liability of Parent or Merger Sub against its owners or Affiliates) for any claims, causes of action, obligations, obligations or liabilities Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, negotiation or execution, performance, or breach (other than as expressly set forth in and the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby Company waives and releases all such Liabilities, claims, causes of action, claims and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty 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 AgreementNon-Party Entities, (iii) each Contracting Party hereby waives and releases any and all rights, claims, demands, or claims and causes of action that may otherwise be availableagainst the Financing Sources relating to or arising out of this Agreement, the Debt Commitment Letters, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in torttort or otherwise and (iii) agrees not to commence any action or proceeding against any Financing Source in connection with this Agreement, at the Debt Commitment Letters, the Debt Financing, the definitive financing agreements or in respect of any other document or theory of law or equity and agrees to cause any such action or proceeding asserted by any Person in equityconnection with this Agreement, granted by statute the Debt Commitment Letters, the Debt Financing, the definitive financing agreements or otherwise, in respect of any other document or theory of law or equity against any Financing Source to avoid or disregard the entity form of a Contracting Party be dismissed or otherwise impose liability of a Contracting terminated.. Non-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 Entities are expressly intended as third party beneficiaries of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance provision of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as expressly set forth in the any other Transaction Documents or the Confidentiality AgreementAgreement (including, but not limited to, any letter of transmittal), all claims, obligations, liabilitiesLiabilities, or causes of action (whether in contract or in tortat law, at law or in equity, granted by statute in Contract, in tort or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons parties that are expressly identified as parties in the preamble to this Agreement and the successors and assigns thereof (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling personPerson, general or limited partner, member, Affiliate, director, officer, employee, agent, consultant or assignee or Representative representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling personPerson, general or limited partner, Affiliate, director, officer, employee, agent, consultant or assignee or Representative representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract or in tort, at law or in equity, granted by statute whether in Contract or in tort or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the any other Transaction Documents Agreement (including, but not limited to, any letter of transmittal)), including any alleged non-disclosure or misrepresentations made by any such Person or as a result of the Confidentiality Agreement)use or reliance on any information, documents or materials made available by such Person, and, to the maximum extent permitted by Applicable Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the any other Transaction Documents or the Confidentiality AgreementAgreement (including, but not limited to, any letter of transmittal)) against any such Nonparty Non-Party Affiliates; provided that, for clarity, no party to any other Transaction Agreement (including, but not limited to, any letter of transmittal) shall be deemed a Non-Party Affiliate with respect to such documents to which it is a party. Without limiting the foregoing, to the maximum extent permitted by Applicable Law, except to the extent otherwise expressly set forth in the any other Transaction Documents or the Confidentiality AgreementAgreement (including, (i) each Contracting Party hereby waives and releases but not limited to, any and all rightsletter of transmittal), 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 Parent disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. This Section ‎8.11 shall survive the consummation of the Merger, is intended to benefit and may be enforced by Non-Party Affiliates and shall be binding on all successors and assigns of Parent and the Surviving Entity.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) Notwithstanding anything that may be based upon, expressed or implied in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or and other than in respect of Fraud, the negotiation, execution, or performance of Company agrees and acknowledges that no recourse under this Agreement (including or any representation documents or warranty made in, instruments delivered in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to with this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyshall be had against any former, including any current, former current or future equityholderdirector, officer, employee, incorporator, controlling person, general or limited partnerAffiliate, member, manager, partner, equity holder, agent, attorney or representative of any Parent Equityholder or any Affiliate, successor or permitted assignee or Representative of, and of any financial advisor or lender to, Parent Equityholder (excluding any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Parent Equityholder who may be deemed to be a Non-Recourse Party of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoinganother Parent Equityholder other than in its role as a Parent Equityholder itself) (collectively, the “Nonparty AffiliatesNon-Recourse Parties”), as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall have attach to, be imposed on or otherwise be incurred by any Liability (whether in contract or in tortNon-Recourse Parties, at law or in equityas such, granted by statute or otherwise) for any claims, causes obligation of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to Parent Equityholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect ofof or by reason of such obligations or their creation, or otherwise by reason of this Agreement or its negotiation, execution, performance, negotiation or breach (other than as expressly set forth in the other Transaction Documents execution or the Confidentiality Agreement)transactions contemplated hereby, and, to and the maximum extent permitted by Law, each Contracting Party hereby Company (and at and following the Closing the Surviving Corporation) waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Non-Recourse Parties. None of the Financing Sources will have any liability to Parent or its Affiliates relating to or arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be availableDebt Financing, whether in contract or in tort, at law or in equity, granted by statute in contract, in tort or otherwise, to avoid and neither Parent nor any of its Affiliates will have any rights or disregard claims against any of the entity form Financing Sources. Each of the Non-Recourse Parties is expressly intended as a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason third party beneficiary of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance provision of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

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

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, All claims or causes of action (whether in contract or in tort, at law Law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, Agreement or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), Related Agreements may be made only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns ’s Representatives (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, at law Law or in equity, or granted by statute or otherwisebased upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or liabilities Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or the Related Agreements or based on, in respect of, or by reason of this Agreement or its the Related Agreements or their negotiation, execution, performance, performance or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, claims and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law Law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach ; and (iib) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or the Related Agreements or any representation or warranty made in, in connection with, or as an inducement to this AgreementAgreement or the Related Agreements. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 10.11.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, All claims or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, Agreement or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), Related Agreements may be made only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any currentdirector, former or future equityholderofficer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, Affiliate, agent, attorney or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisebased upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, action or liabilities Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or the Related Agreements or based on, in respect of, or by reason of this Agreement or its the Related Agreements or their negotiation, execution, performance, performance or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, action and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) Liabilities against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach ; and (iib) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or the Related Agreements or any representation or warranty made in, in connection with, or as an inducement to this AgreementAgreement or the Related Agreements. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9.14.

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

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

Non-Recourse. Except as expressly set forth in This Agreement and the other Transaction Documents may be enforced only against, and any Proceeding based upon, arising out of, or related to this Agreement, the other Transaction Documents or the Confidentiality AgreementTransactions may be brought only against (a) the entities that are expressly named as parties thereto and then only with respect to the specific obligations set forth herein or therein with respect to such party and (b) with respect to each party, all claimsno past, obligationspresent or future director, liabilitiesofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor, lender or causes representative of action such named party (collectively, “Non-Recourse Parties”) shall have any liability (whether in contract or in tort, at law or in equity, granted by statute equity or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) that may be for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of such named party or for any claim based uponon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty AffiliatesTransactions. Without limiting Notwithstanding the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of whenever this Agreement or any representation other Transaction Document requires Seller Parent, a Seller Entity or warranty made inany Affiliate of any of the foregoing (other than Purchased Entity) or, in connection withprior to the Closing, a Purchased Entity to take any action, such requirement will be deemed to include an undertaking on the part of Seller to cause such Person to take such action or omit to take such action, as an inducement applicable. The provisions of this Section 10.13 are intended to be for the benefit of, and enforceable by the Non-Recourse Parties and each such Person shall be a third-party beneficiary of this AgreementSection 10.13.

Non-Recourse. Except as expressly to the extent otherwise set forth in the other Transaction Documents Rollover Agreements, the Warrantholders Agreements, the Equity Commitment Letter, the Guarantee or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder or other securityholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents Rollover Agreements, the Warrantholders Agreements, the Equity Commitment Letter, the Guarantee or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty 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 Rollover Agreements, the Warrantholders Agreements, the Equity Commitment Letter, the Guarantee or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach ; and (iib) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except as expressly set forth Notwithstanding anything that may be expressed or implied in the this Agreement, any other Transaction Documents Document or the Confidentiality Agreementany document, all claims, obligations, liabilities, certificate or causes of action (whether instrument delivered in contract or in tort, at law or in equity, granted by statute 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 AgreementAgreement or any Transaction Document or the Transactions, or (b) the negotiation, execution, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreementany of the foregoing documents), (c) any breach or violation of this Agreement or any other Transaction Document and (d) the failure of the Transactions to be consummated, in each case may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in hereto or thereto, as applicable (other than claims by Parent against the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including insurers under any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, buy side representations and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing warranty insurance policy obtained by Parent or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns its Affiliates). In furtherance and not in limitation of the foregoing) (collectively, the “Nonparty Affiliates”)each party hereto acknowledges and agrees, on behalf of itself and its respective Related Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions shall be sought or had against any such other Person and no such other Person shall have any Liability Liabilities (whether in contract or in tort, at in law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) for of any claims, causes of action, obligations, or liabilities nature whatsoever arising under, out of, in connection with, with or related in any manner to this Agreement the items in the preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or based onLiabilities 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 respect ofthe 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 reason of this Agreement any legal or its negotiationequitable actions, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiessuits, claims, causes investigations or proceedings, by virtue of actionany law, or otherwise, except for (i) claims against any Person that is party to, and obligations arising under, out solely pursuant to the terms and conditions of, in connection withthe applicable Transaction Document(s), or related in any manner to this Agreement or based on(ii) claims of fraud, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreementiii) claims against any such Nonparty Affiliates. Without limiting the foregoingPerson that is party to, and solely pursuant to the maximum extent permitted by Lawterms and conditions of the, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, and (iiv) each Contracting Party hereby waives and releases any and all rights, claims, demands, claims Parent 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 otherwiseMerger Sub may, in each casetheir sole discretion, 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 assert against the Debt Financing Sources pursuant to the performance terms and conditions of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementthe Debt Commitment Letter.

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

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

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

Non-Recourse. Except Notwithstanding anything that may be expressed or implied in this Agreement, and except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action (whether in contract action, obligations or in tort, at law or in equity, granted by statute 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 this Agreement, Agreement or the negotiation, execution, or performance of this Agreement Ancillary Agreements (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), the transactions contemplated hereby and thereby) may only be made only enforced against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement such Contract (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, manager, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, manager, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty AffiliatesNon-Parties”), shall have any Liability (whether in contract or in tort, at law Law or in equity, granted by statute whether in contract or in tort or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, under or related in any manner 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 its negotiationany Ancillary Agreement (or the transactions contemplated hereby or thereby); provided, execution, performance, or breach (other than as expressly set forth in that nothing herein shall limit the other Transaction Documents or rights of any party to the Confidentiality Agreement under the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tortat Law, at law or in equity, granted by statute in contract, in tort or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty AffiliateNon-Party, 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, case arising under, out of, in connection with, or related in any manner 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 its negotiation, execution, performance, or breach (other than as set forth in the Confidentiality Agreement); and (iib) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Non-Parties with respect to the performance of this Agreement or any Ancillary Agreement (or the transactions contemplated hereby or thereby) or any representation or warranty made in, in connection with, or as an inducement to this AgreementAgreement 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. Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, All claims or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or the Related Agreements, or the negotiation, execution, execution or performance of this Agreement or the Related Agreements (including any representation or warranty made in, in or in connection with, with this Agreement or the Related Agreements or as an inducement to, to enter into this Agreement), Agreement or the Related Agreements) may be made only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties in hereto and thereto. Except to the preamble extent named as a party to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Related Agreements (then only to the extent of the foregoing specific obligations of such parties set forth in this Agreement or any such Related Agreements), no Affiliate of their respective successors, predecessors or assigns Parent (or any successors, predecessors or assigns of except the foregoing) (collectivelyMerger Subs), the “Nonparty Affiliates”)Stockholder Representative, the Equityholders or the Company shall have any Liability liability (whether in contract or in tort, at in law or in equity, granted by statute or otherwisebased upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or such other Related Agreement or any transactions contemplated hereby or thereby or for any claim based on, in respect of, or by reason of this Agreement or its negotiationsuch other Related Agreement (as the case may be), execution, performance, or breach (other than as expressly set forth in the other Transaction Documents transactions contemplated hereby and thereby or the Confidentiality Agreement), and, to the maximum extent permitted by Law, negotiation or execution hereof or thereof; and each Contracting Party hereby party hereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations arising underagainst any Affiliate of the Company, out ofthe Equityholders, in connection withthe Stockholder Representative or Parent (except for the Merger Subs). The Affiliates of the Company, or related in any manner to this Agreement or based onthe Equityholders, in respect of, or by reason the Stockholder Representative and Parent are expressly intended as third party beneficiaries of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason provision of this Agreement or its negotiationSection 9.14. For the avoidance of doubt, execution, performance, or breach and (ii) each Contracting Party disclaims this Section 9.14 shall not limit any reliance upon remedies available to any Nonparty Affiliates with respect to Person under the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Non-Disclosure Agreement.

Non-Recourse. Except as expressly to the extent otherwise set forth in the other Transaction Documents or the Confidentiality AgreementAgreement and Power of Attorney, all claims, obligations, liabilitiesLiabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Except as set forth in the Power of Attorney and Transaction Agreement, no Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, Affiliate, or assignee or Representative of, and any financial advisor or lender to, of any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, Affiliate, or assignee or Representative of, and any financial advisor or lender to, of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty AffiliatesAffiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, except with respect to rights, claims, demands and causes of action arising under or in respect of the extent otherwise expressly set forth in Transaction Agreement and the other Transaction Documents or the Confidentiality AgreementPower of Attorney, (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, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any other Contracting Party’s Nonparty AffiliateAffiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise. Notwithstanding anything in this Agreement to the contrary, for the avoidance of doubt, nothing in each casethis Agreement (including the provisions of Section 5.11, arising under, out of, in connection with, Section 8.3(b) or related this Section 9.12) shall limit in any manner to this way (i) the terms and conditions of the Power of Attorney or the Transaction Agreement or based on, in respect of, any rights that Parent or by reason any of this Agreement its Affiliates has thereunder against Shareholder or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect party’s right to obtain Damages against the performance Shareholder for Intentional Breach of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this the Transaction Agreement.

Non-Recourse. Except as expressly set forth in the other Transaction Documents Each party hereto agrees, on behalf of itself and its Affiliates and its and their present or the Confidentiality Agreementformer directors, officers, stockholders, partners, members or employees, that all Actions, claims, obligations, liabilities, liabilities or causes of action (whether in contract Contract or in tort, at law in Laws or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (A) this AgreementAgreement or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (B) the negotiation, execution, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this AgreementAgreement or any of the other Transaction Documents), (C) any breach or violation of this Agreement or any other of the other Transaction Documents and (D) any failure of any of the transactions contemplated hereunder or under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may be made only against (and such representations and warranties 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 identified as parties to such other Transaction Documents and in accordance with, and subject to the preamble to terms and conditions of this Agreement (or such other Transaction Documents, as applicable. In furtherance and not in limitation of the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, foregoing and any financial advisor or lender to, any Contracting Party, notwithstanding anything contained in this Agreement or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, of the other Transaction Documents to the contrary and any financial advisor or lender to, any of without limiting the foregoing 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 respective Affiliates and its and their respective successorspresent or former directors, predecessors officers, stockholders, partners, members or assigns (employees, that no recourse under this Agreement or any successors, predecessors or assigns of the foregoing) (collectivelyother Transaction Documents or in connection with any of the transactions contemplated hereunder or thereunder shall be sought or had against any other Person, the “Nonparty Affiliates”)including any Investor Related Party, and no other Person, including any Investor Related Party, shall have any Liability liabilities or obligations (whether in contract Contract or in tort, at law in Law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth the items in the other Transaction Documents or the Confidentiality Agreementimmediately preceding clauses (A) through (D), andit being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, be imposed on or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be availableincurred by any of the aforementioned, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each caseas such, arising under, out of, in connection with, with or related in any manner to the items in the immediately preceding clauses (A) through (D), 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 Confidentiality 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 on, in respect of, upon a multiple of earnings 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 similar financial measure which may be alleged as a result of this Agreement or any representation of the other Transaction Documents or warranty made in, in connection withany of the transactions contemplated hereunder or thereunder, or as an inducement to this Agreementthe termination or abandonment of any of the foregoing.

Non-Recourse. Except as expressly set forth (a) Notwithstanding anything that may be expressed or implied in this Agreement to the other Transaction Documents contrary, and subject only to the specific contractual provisions hereof, by its acceptance hereof, each of the Parties acknowledges, covenants and agrees, on behalf of itself, its Affiliates, and any Person claiming by, through or the Confidentiality Agreementon behalf of any of them, that all of its claims, obligations, liabilities, or causes of action action, or Proceedings (in each case, whether in contract or in tort, at law or in equity, granted by and whether sounding in contract, tort, statute or otherwise) of any kind whatsoever that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, performance, or performance breach (whether willful, intentional, unintentional or otherwise) of this Agreement (including Agreement, including, without limitation, any representation or warranty made or alleged to be made in, in connection with, or an as an inducement to, this AgreementAgreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”), as applicable, (or any of its Affiliates, or any Person claiming by, through, or on behalf of any of them) may be made or asserted only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified named as parties in “Parties” hereto and then only with respect to the preamble specific obligations set forth herein with respect to this Agreement (the “Contracting Parties”)such Party. No Person who is not a Contracting PartyParty (including, including without limitation, (i) any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, direct or indirect equityholder, management company, Affiliate, or assignee agent, attorney, or Representative of, and any financial advisor or lender to, any Contracting Party, Party or any currentAffiliate of any Party (all above-described Persons in this subclause (i), former or future equityholdercollectively, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of“Related Entities”), and (ii) any financial advisor or lender toRelated Entities of such Related Entities (the Persons in subclauses (i) and (ii), any of the foregoing or any of together with their respective successors, predecessors assigns, heirs, executors or assigns (or any successorsadministrators, predecessors or assigns of the foregoing) (collectively, the “Nonparty AffiliatesNon-Parties” and each, individually, a “Non-Party”), ) shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for obligation of any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, kind whatsoever in respect of, based upon or by reason arising out of this Agreement or its negotiation, execution, performance, or breach any Recourse Theory. (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreementb) against any such Nonparty Affiliates. Without limiting the generality of the foregoing, to the maximum extent explicitly permitted by Law, except or otherwise conceivable under applicable Laws (and subject only to the extent otherwise expressly set forth in specific contractual provisions of this Agreement, but, for the avoidance of doubt, not any tort or other Transaction Documents or the Confidentiality AgreementRecourse Theory), (i) each Contracting Party of the Parties, on behalf of itself, its Affiliates, and any Persons claiming by, through or on behalf of any of them, hereby waives waive, release and releases disclaim any and all rightsright to seek or recover any damages or amounts under any Recourse Theory against any Non-Party, claimsincluding without limitation, 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, any Recourse Theory to avoid or disregard the entity form of any Party (or any Affiliate thereof) or to otherwise seek to impose any liability arising out of, relating to or in connection with a Contracting Party or otherwise impose liability of a Contracting Party Recourse Theory on any Nonparty AffiliateNon-Parties, whether granted a Recourse Theory permitted 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 the Parties disclaim any reliance upon any Nonparty Affiliates Non-Parties with respect to the performance of this Agreement or any representation or warranty made (or alleged to be made) in, in connection with, or as an inducement to this Agreement. This Section 12.10 shall survive the termination of this Agreement. (c) Notwithstanding anything to contrary contained herein, nothing in this Section 12.10 will limit any claims or remedies of any Person against any other Person for Fraud.

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

Non-Recourse. Except as expressly set forth in the other Transaction Documents Confidentiality Agreement or the Confidentiality AgreementTransaction Documents, all claims, obligations, liabilities, or causes of action or Proceedings (whether in contract or in tort, in equity or at law Law, or in equity, granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, preparation, execution, delivery, performance or performance breach of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made brought only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties Parties in the preamble to of this Agreement (the each, a “Contracting PartiesParty”). No Person who is not a Contracting Party, including any currentpast, former present or future equityholder, incorporator, controlling person, general direct or limited partner, member, Affiliate, or assignee indirect equity holder or Representative of, and any financial advisor or lender to, any of such Contracting Party, Party or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty AffiliatesNon-Recourse Party”), shall have any Liability or other obligation (whether in contract or in tort, in equity or at law Law, or in equity, granted by statute or otherwisestatute) for any claims, causes cause of action, obligations, action or liabilities Proceeding 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, preparation, execution, delivery, performance, or breach (other than except as expressly set forth in the other Transaction Documents Confidentiality Agreement or the Confidentiality AgreementTransaction Documents), ; and, to the maximum extent permitted by applicable Law, each Contracting Party hereby waives ▇▇▇▇▇▇ ▇▇▇▇▇▇ and releases all such Liabilities, claims, causes of action, action and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) Proceedings against any such Nonparty AffiliatesNon-Recourse Party. Without limiting the generality of the foregoing, to the maximum extent permitted by applicable Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action or Proceedings that may otherwise be availablebrought in equity or at Law, whether in contract or in tort, at law or in equity, granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability or other obligation of a any Contracting Party on any Nonparty AffiliateNon-Recourse Party, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach ; and (iib) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Non-Recourse 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. Notwithstanding the foregoing, nothing in this Section 9.14 shall waive or release any Liability, obligation, cause of action or Proceeding under, or preclude any party to the Confidentiality Agreement or any Transaction Document from making any claim under, the Confidentiality Agreement or any Transaction Documents, to the extent permitted therein and pursuant to the terms thereof (and subject to the applicable limitations set forth therein).

Non-Recourse. Except as expressly set forth in the other Transaction Documents Each party hereto agrees, on behalf of itself and its Affiliates and its and their present or the Confidentiality Agreementformer directors, officers, stockholders, partners, members or employees, that all Actions, claims, obligations, liabilities, liabilities or causes of action (whether in contract Contract or in tort, at law in Laws or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (A) this AgreementAgreement or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (B) the negotiation, execution, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this AgreementAgreement or any of the other Transaction Documents), (C) any breach or violation of this Agreement or any other of the other Transaction Documents and (D) any failure of any of the transactions contemplated hereunder or under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may be made only against (and such representations and warranties 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 identified as parties to such other Transaction Documents and in accordance with, and subject to the preamble to terms and conditions of this Agreement (or such other Transaction Documents, as applicable. In furtherance and not in limitation of the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, foregoing and any financial advisor or lender to, any Contracting Party, notwithstanding anything contained in this Agreement or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, of the other Transaction Documents to the contrary and any financial advisor or lender to, any of without limiting the foregoing 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 respective Affiliates and its and their respective successorspresent or former directors, predecessors officers, stockholders, partners, members or assigns (employees, that no recourse under this Agreement or any successors, predecessors or assigns of the foregoing) (collectivelyother Transaction Documents or in connection with any of the transactions contemplated hereunder or thereunder shall be sought or had against any other Person, the “Nonparty Affiliates”)including any Investor Related Party, and no other Person, including any Investor Related Party, shall have any Liability liabilities or obligations (whether in contract Contract or in tort, at law in Law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth the items in the other Transaction Documents or the Confidentiality Agreementimmediately preceding clauses (A) through (D), andit being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, be imposed on or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be availableincurred by any of the aforementioned, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each caseas such, arising under, out of, in connection with, with or related in any manner to the items in the immediately preceding clauses (A) through (D), 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 on, in respect of, upon a multiple of earnings 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 similar financial measure which may be alleged as a result of this Agreement or any representation of the other Transaction Documents or warranty made in, in connection withany of the transactions contemplated hereunder or thereunder, or as the termination or abandonment of any of the foregoing; provided, however that nothing in this sentence shall limit an inducement Investor’s right to this Agreementsue for specific performance under Section 9.07 hereof or otherwise sue for a breach of Section 5.10 hereof.

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

Non-Recourse. Except as expressly to the extent otherwise set forth in the other Transaction Documents or the Confidentiality this Agreement, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this AgreementAgreement or the Transactions, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties Parties. Except in the preamble to this Agreement (the “Contracting Parties”). No case of Fraud, no Person who is not a Contracting Party, including any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) Financing Source (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based onthe Transactions, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth any liability of any Financing Source to Buyer, the Partnership or any of their Affiliates pursuant to or in connection with any agreement by or between them), and, to the other Transaction Documents or the Confidentiality Agreement) maximum extent permitted by Laws, each Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty AffiliatesAffiliates (other than any liability of any Financing Source to Buyer, the Partnership or any of their Affiliates pursuant to or in connection with any agreement by or between them). 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 AgreementLaws, (ia) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, available at law or in equity, or granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (iib) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementAgreement (other than any liability of any Financing Source to Buyer, the Partnership or any of their Affiliates pursuant to or in connection with any agreement by or between them).

Non-Recourse. Except as expressly for (i) claims based on Fraud, (ii) to the extent otherwise set forth in the other Transaction Documents or the Confidentiality Agreement, or (iii) claims under any document, instrument or certificate expressly referenced under this Agreement and/or entered into in connection with this Agreement and the transactions contemplated hereby and thereby to the extent in accordance with the terms of such Agreement (clauses (i) through (iii) of this paragraph, together, the “Recourse Exceptions”), all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, membermanager, stockholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any currentpast, former present or future equityholderdirector, officer, employee, incorporator, controlling personmember, general or limited partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”)) nor any Financing Source, shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, breach or breach termination (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby knowingly and irrevocably waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting Affiliates and Financing Sources; provided that the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting 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 foregoing shall not limit 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 Affiliate for 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 AgreementRecourse Exception.

Non-Recourse. Except as expressly set forth in Subject to the other Transaction Documents or rights of the Confidentiality Agreementparties to the Financing Commitment Letters, (a) all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No , and (b) no Person who is not a Contracting Party, including any currentdirector, former or future equityholderofficer, employee, incorporator, controlling personmember, general or limited partner, manager, member, stockholder, Affiliate, agent, attorney, or assignee or Representative representative of, and any financial advisor or lender Debt Financing Source to, any Contracting Party, the Equity Financing Source, or any currentdirector, former or future equityholderofficer, employee, incorporator, controlling personmember, general or limited partner, manager, member, stockholder, Affiliate, agent, attorney, or assignee or Representative representative of, and any financial advisor or lender Debt Financing Source to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), breach; and, to the maximum extent permitted by Applicable Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, Notwithstanding anything to the maximum extent permitted by Lawcontrary in this Section 10.16, except to in no event shall the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, foregoing be construed (i) each Contracting Party hereby waives and releases to waive any and all rights, claims, demands, claim of Buyer or causes of action that may otherwise be available, whether in contract the Companies against the Debt Financing Sources pursuant to the Debt Commitment Letter or in tort, at law the Debt Financing Agreements related to the Debt Financing or in equity, granted by statute the transactions contemplated thereunder 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 to waive any reliance upon any Nonparty Affiliates with respect claim of Holdco, Buyer or Seller against the Equity Financing Source pursuant to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Investment Agreement.

Non-Recourse. Except as expressly set forth in Each Investor (on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of the other Transaction Documents foregoing) covenants and agrees that it shall not institute, and shall cause its Representatives and Affiliates not to bring, make or the Confidentiality Agreementinstitute any action, all claimsclaim, obligations, liabilities, or causes of action proceeding (whether based in contract contract, tort, fraud, strict liability, other laws or in tortotherwise, at law or in equity) arising under or in connection with this Agreement or any other agreement executed or delivered in connection herewith, granted by statute any Proposal or the Transaction against any of the other Investors’ Non-Recourse Parties and that none of the other Investors’ Non-Recourse Parties shall have any liability or obligations (whether based in contract, tort, fraud, strict liability, other laws or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender toInvestor, any of the foregoing its Representatives or Affiliates (or any Person claiming by, through or on behalf of such Investor or its Affiliates) or any of their respective successors, predecessors heirs or assigns (representatives thereof arising out of or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner relating to this Agreement or based onother agreement executed or delivered in connection herewith, any Proposal or the Transaction; provided, however, the foregoing shall in respect of, no way limit or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or restrict an Investor’s rights and remedies under the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the generality of the foregoing, to the maximum extent permitted by Law, except or otherwise conceivable under applicable law (and subject only to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason specific contractual provisions of this Agreement or agreement executed or delivered in connection herewith), each Investor (on behalf of itself, its negotiationAffiliates, executionand any Person claiming by, performancethrough or on behalf of the foregoing) hereby waives, or breach releases and (ii) each Contracting Party disclaims any reliance upon and all rights in respect of any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made insuch actions, in connection withclaims, or as an inducement to this Agreementproceedings, obligations and liabilities.

Non-Recourse. (a) Except as expressly and solely to the extent otherwise set forth in the other Transaction Documents Sponsor Guarantees or the Confidentiality Equity Commitment Letters, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement, all claimsthe Sponsor Guarantees or the Equity Commitment Letters (and then only to the extent of the specific obligations undertaken by such named party in this Agreement or the Sponsor Guarantees and not otherwise), obligationsno past, liabilitiespresent or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney, or causes other Representative of action any party hereto or any debt financing sources under the Debt Commitment Letters or their directors, officers, employees, members, partners, stockholders, affiliates, agents, attorneys and Representatives and their successors and assigns (collectively, the “Debt Financing Sources”) shall have any liability (whether in contract or in tort, at in law or in equity, granted by statute or otherwise) based upon any theory that may be based upon, in respect of, arise under, out seeks to impose liability of an entity party against its owners or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwiseaffiliates) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, or related in of any manner to party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to have been made in connection herewith. (b) The provisions of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in Section 8.11 are intended to be for the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of actionbenefit of, and obligations arising underenforceable by, out ofthe directors, in connection withofficers, or related in employees, incorporators, members, partners, stockholders, affiliates, agents, attorneys, and other Representatives of the parties hereto, and any manner to this Agreement or based ondebt financing sources under the Debt Commitment Letter, in respect of, or by reason and each such person shall be a third party beneficiary of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementSection 8.11.

Non-Recourse. Except as expressly to the extent otherwise set forth in the other Transaction Documents or any Equity Commitment Letter and the Confidentiality Agreement, all claims, obligations, liabilities, Liabilities or causes of action Actions (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)Agreement. No Person who is not a Contracting Partyparty to this Agreement, including any currentpast, former present or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, Representative or assignee or Representative of, and any financial advisor or lender to, any Contracting Partyparty, or any currentpast, former present or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, Representative or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at in law or in equity, or granted by statute or otherwisestatute) for any claims, causes of action, obligations, Liabilities or liabilities Actions arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or any Equity Commitment Letter and the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party party hereto hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, Liabilities or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) Actions 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 any Equity Commitment Letter and the Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party party hereto disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to to, this Agreement.. [Signature Page Follows]

Non-Recourse. Except as expressly set forth in the other Transaction Documents All Claims or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action Proceedings (whether in contract or in tort, in equity or at law Law, or in equity, granted by statute or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, preparation, execution, delivery, performance or performance breach of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made brought only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in Seller and Parent, on one hand, or Buyers, on the preamble to this Agreement other hand (the each, a “Contracting PartiesRecourse Party”). No Person who is not a Contracting Recourse Party, including any currentpast, former present or future equityholderdirect or indirect equity holder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee Affiliate (other than Subsidiaries of such Recourse Party) or Representative of, and any financial advisor or lender to, any Contracting of such Recourse Party, such equity holder or any currentsuch Affiliate (each, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the a “Nonparty AffiliatesNon-Recourse Party”), shall have any Liability or other obligation (whether in contract or in tort, in equity or at law Law, or in equity, granted by statute or otherwisestatute) for any claims, causes of action, obligations, Claim or liabilities Proceeding 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, preparation, execution, delivery, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), breach; and, to the maximum extent permitted by applicable Law, each Contracting Party Buyer, on behalf of itself and its Affiliates, and Seller, on behalf of Seller and its Affiliates (including Parent), hereby waives waive and releases release all such Liabilities, claims, causes of action, Claims and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) Proceedings against any such Nonparty AffiliatesNon-Recourse Party. Without limiting the generality of the foregoing, to the maximum extent permitted by applicable Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ia) each Contracting Party Buyer, on behalf of itself and its Affiliates, and Seller, on behalf of Seller and its Affiliates (including Parent), hereby waives waive and releases release any and all rights, claims, demands, Claims or causes of action Proceedings that may otherwise be availablebrought in equity or at Law, whether in contract or in tort, at law or in equity, granted by statute or otherwisestatute, to avoid or disregard the entity form of a Contracting Recourse Party or otherwise impose liability Liability or other obligation of a Contracting any Recourse Party on any Nonparty AffiliateNon-Recourse Party, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach ; and (iib) each Contracting Party Buyer, on behalf of itself and its Affiliates, and Seller, on behalf of Seller and its Affiliates (including Parent), disclaims any reliance upon any Nonparty Affiliates Non-Recourse 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.

Non-Recourse. Except as expressly set forth in the other Transaction Documents or the Confidentiality AgreementDocuments, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholderequity holder, incorporator, controlling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholderequity holder, incorporator, controlling person, general or limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality AgreementDocuments), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality AgreementDocuments) 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 AgreementDocuments, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

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