Common use of Non-Recourse Clause in Contracts

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto or any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 shall limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 11 contracts

Samples: Agreement and Plan of Merger (Sunoco Logistics Partners L.P.), Agreement and Plan of Merger (American Midstream Partners, LP), Agreement and Plan of Merger (Regency Energy Partners LP)

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Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party Stockholder hereto or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) affiliates shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 9(l) shall limit any liability of the parties to this Agreement any Stockholder hereto for its breaches of the terms and conditions of this Agreement.

Appears in 9 contracts

Samples: Voting Agreement (Yuma Energy, Inc.), Voting Agreement (Pyramid Oil Co), Voting Agreement (Yuma Energy, Inc.)

Non-Recourse. (a) No past, present or future director, officer, employee, incorporator, member, partner, stockholder, trustee, beneficiary, settlor, agent, attorney, representative or affiliate of any party hereto or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) affiliates shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 5.11 shall limit any liability of the parties to this Agreement hereto for breaches of the terms and conditions of this Agreement.

Appears in 4 contracts

Samples: Voting Agreement (Asset Acceptance Capital Corp), Voting Agreement (Ancestry.com Inc.), Voting Agreement (Encore Capital Group Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party Stockholder hereto or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) affiliates shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 10(l) shall limit any liability of the parties to this Agreement any Stockholder hereto for its breaches of the terms and conditions of this Agreement.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Earthstone Energy Inc), Voting Agreement (Bold Energy Holdings, LLC), Voting Agreement (Earthstone Energy Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto Party or of any of their its respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party Party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 7.10 shall limit any liability of the parties Parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 3 contracts

Samples: Shareholders Agreement (Cerberus Cyber Sentinel Corp), Agreement and Plan of Merger (Cerberus Cyber Sentinel Corp), Agreement and Plan of Merger (Cerberus Cyber Sentinel Corp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto or of any of their its respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 5.13 shall limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 3 contracts

Samples: Voting Agreement (Kinder Morgan Energy Partners L P), Voting Agreement (TPG Advisors VI, Inc.), Voting Agreement (Copano Energy, L.L.C.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 8.13 shall limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Copano Energy, L.L.C.), Agreement and Plan of Merger (Lufkin Industries Inc), Agreement and Plan of Merger (Kinder Morgan Energy Partners L P)

Non-Recourse. (a) No past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, agent, attorney, representative or affiliate of any party hereto or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) affiliates shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 5.11 shall limit any liability of the parties to this Agreement hereto for breaches of the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Exchange Agreement (Skyline Corp), Voting Agreement (Skyline Corp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party Stockholder hereto or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) affiliates shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 8(l) shall limit any liability of the parties to this Agreement any Stockholder hereto for its breaches of the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Contribution Agreement (Earthstone Energy Inc), Voting Agreement (Earthstone Energy Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate Affiliate of any party hereto or any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall will have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; providedprovided , howeverhowever , that nothing in this Section 8.12 shall 8.13 will limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Marathon Petroleum Corp), Agreement and Plan of Merger (MPLX Lp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto or any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 11.12 shall limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Contribution Agreement and Agreement and Plan of Merger (Western Gas Partners LP), Contribution Agreement and Agreement (Anadarko Petroleum Corp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto Party or any of their respective Affiliates (unless such Affiliate is expressly a party to this AgreementParty) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party Party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 shall limit any liability of the Parties to this Agreement or the parties to this the Support Agreement for breaches of the terms and conditions of this Agreement and the Support Agreement, as applicable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hoegh LNG Holdings Ltd.), Agreement and Plan of Merger (Hoegh LNG Partners LP)

Non-Recourse. (a) No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) affiliates shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 5.11 shall limit any liability of the parties to this Agreement hereto for breaches of the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Kinder Morgan, Inc.), Voting Agreement (El Paso Corp/De)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party Stockholder hereto or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) affiliates shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 paragraph (k) shall limit any liability of the parties to this Agreement Stockholder hereto for its breaches of the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Halcon Resources Corp), Voting Agreement (Georesources Inc)

Non-Recourse. (a) No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) affiliates shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyby this Agreement; provided, however, that nothing in this Section 8.12 5.11 shall limit any liability of the parties to this Agreement hereto for breaches of the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Support Agreement (Kinder Morgan Energy Partners L P), Support Agreement (Kinder Richard D)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party Party hereto or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party Party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 shall limit any liability of the parties Parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Exchange Agreement (Earthstone Energy Inc), Exchange Agreement

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, agent, attorney, representative or affiliate of any party Shareholder hereto or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) affiliates shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 9(l) shall limit any liability of the parties to this Agreement any Shareholder hereto for its breaches of the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Pyramid Oil Co), Voting Agreement (Pyramid Oil Co)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto Party or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party Party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 7.13 shall limit any liability of the parties Parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Exchange Agreement (Magellan Petroleum Corp /De/), Exchange Agreement (Magellan Petroleum Corp /De/)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative Representative or affiliate Affiliate of any party hereto or any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 shall limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Midstream Partners, LP), Agreement and Plan of Merger (JP Energy Partners LP)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party Party hereto or any of their respective Affiliates (unless such Affiliate is expressly a party Party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party Party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 shall limit any liability of the parties Parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Midstream Partners, LP), Agreement and Plan of Merger (Southcross Energy Partners, L.P.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, trustee, beneficiary, settlor, agent, attorney, representative or affiliate of any party hereto or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) affiliates shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 8.7 shall limit any liability of the parties to this Agreement hereto for breaches of the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Voting Agreement and Proxy (Wmi Holdings Corp.), Form of Voting Agreement and Proxy (Wmi Holdings Corp.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate Affiliate of any party hereto or any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall will have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 shall 8.13 will limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Markwest Energy Partners L P), Agreement and Plan of Merger

Non-Recourse. (a) No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyTransactions; provided, however, that nothing in this Section 8.12 10.14 shall limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dr Pepper Snapple Group, Inc.)

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Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, agent, attorney, representative or affiliate of any party hereto or any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 shall limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (EQT Midstream Partners, LP)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholderstockholders, agent, attorney, representative or affiliate of any party hereto Party or of any of their its respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party Party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 5.10 shall limit any liability of the parties Parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cerberus Cyber Sentinel Corp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto Party or of any of their its respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party Party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 6.10 shall limit any liability of the parties Parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Cerberus Cyber Sentinel Corp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto Party or of any of their its respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party Party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 shall limit any liability of the parties Parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cerberus Cyber Sentinel Corp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative Representative or affiliate Affiliate of any party hereto or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability Liability (whether in contract or in tort) for any obligations or liabilities Liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 8.17 shall limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fx Energy Inc)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto Party or of any of their its respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party Party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 Vl.10 shall limit any liability of the parties Parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cerberus Cyber Sentinel Corp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto Party or any of their respective Affiliates (unless such Affiliate is expressly a party to this AgreementParty) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party Party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyTransactions; provided, however, that nothing in this Section 8.12 8.14 shall limit any liability of the parties Parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tallgrass Energy GP, LP)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto or any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; hereby; provided, however, that nothing in this Section 8.12 shall limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto Party or of any of their its respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party Party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, in the absence of fraud; provided, however, that nothing in this Section 8.12 shall limit any liability of the parties Parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Magellan Petroleum Corp /De/)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative representative, or affiliate of any party hereto Party or any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreementhereto) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party Party arising under, in connection with with, or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyTransactions; provided, however, that nothing in this Section 8.12 8.10 shall limit any liability of the parties to this Agreement Parties for breaches of the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (EnLink Midstream Partners, LP)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, agent, attorney, representative or affiliate of any party hereto or Party nor any of their respective its Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract contract, tort or in tortotherwise) for any obligations or liabilities of such party Party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 8.9 shall limit any liability of the parties to this Agreement Parties for breaches of the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (EQM Midstream Partners, LP)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto Party or of any of their its respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party Party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 VII.10 shall limit any liability of the parties Parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cerberus Cyber Sentinel Corp)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto Party or any of their respective Affiliates (unless such Affiliate is expressly a party to this AgreementParty) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party Party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 shall limit any liability of the parties Parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (VTTI Energy Partners LP)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) affiliates shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 8.13 shall limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kinder Morgan, Inc.)

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative or affiliate of any party hereto hereto, any Financing Party, or of any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) affiliates shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 8.12 9.16 shall limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Agreement (Deltek, Inc)

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