Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 6 contracts
Sources: Voting and Support Agreement (Cintas Corp), Voting and Support Agreement (Unifirst Corp), Voting and Support Agreement (Hni Corp)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 6 contracts
Sources: Investment Agreement (AdaptHealth Corp.), Investment Agreement (Flynn James E), Investment Agreement (Renaissancere Holdings LTD)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any either party against the other parties party hereto, in no event shall any either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 6 contracts
Sources: Standby Purchase Agreement, Backstop Exchange Agreement (Babcock & Wilcox Enterprises, Inc.), Standby Purchase Agreement (Roadrunner Transportation Systems, Inc.)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be Action based upon, arise arising out of of, or relate related to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made brought against the persons or entities that are expressly identified named as parties hereto and no formerthen only with respect to the specific obligations set forth herein with respect to such party. No past, current present or future equityholdersdirector, officer, employee, incorporator, manager, member, general or limited partner, stockholder, equityholder, controlling personsperson, directorsAffiliate, officersagent, employees, agents attorney or Affiliates other Representative of any party hereto or any former, current of their successors or future shareholder, controlling person, permitted assigns or any direct or indirect director, officer, employee, incorporator, manager, member, general or limited partner, memberstockholder, managerequityholder, agent controlling person, Affiliate, agent, attorney, Representative, successor or Affiliate or permitted assign of any of the foregoing (each, a “Non-Recourse Party”) ), shall have any liability for any obligations or liabilities of the parties to any party under this Agreement or for any claim Proceeding (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of the transactions contemplated hereby or in respect of any written or oral representations made or alleged to be made in connection herewith. Without limiting the rights of any party the Company against the other parties heretoStockholder, in no event shall any party the Company or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 5 contracts
Sources: Voting and Support Agreement (Superior Industries International Inc), Voting and Support Agreement (Superior Industries International Inc), Voting and Support Agreement (Cannae Holdings, Inc.)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchasers, and no former, current or future equityholders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 5 contracts
Sources: Investment Agreement (Chiron Real Estate Inc.), Securities Purchase Agreement (Ekso Bionics Holdings, Inc.), Investment Agreement (FrontView REIT, Inc.)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto and no former, current or future equityholdersequity holders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderstockholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting limitation the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach beach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 5 contracts
Sources: Voting Agreement (TopBuild Corp), Voting Agreement (QXO, Inc.), Voting Agreement (TopBuild Corp)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto and no former, current or future equityholdersequity holders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 4 contracts
Sources: Voting and Support Agreement (Sovos Brands, Inc.), Voting and Support Agreement (Campbell Soup Co), Voting and Support Agreement (Campbell Soup Co)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be Proceeding based upon, arise arising out of of, or relate related to this Agreement, or the negotiation, execution execution, or performance of this Agreement Agreement, may only be made brought against the persons or entities Persons that are expressly identified named as parties Parties hereto and no formerthen only with respect to the specific obligations set forth herein with respect to such Party. No past, current present, or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholder, controlling person, director, officer, employee, incorporator, manager, member, general or limited partner, membershareholder, equityholder, controlling person, Affiliate, agent, attorney, or other representative of any Party or any of their successors or permitted assigns or any direct or indirect director, officer, employee, incorporator, manager, agent member, general or Affiliate limited partner, shareholder, equityholder, controlling person, Affiliate, agent, attorney, representative, successor, or permitted assign of any of the foregoing that is not party to this Agreement (each, a “Non-Recourse Party”) ), shall have any liability for any obligations or liabilities of the parties to any Party under this Agreement or for any claim (whether in tort, contract or otherwise) action based on, in respect of, or by reason of, of the transactions contemplated hereby or in respect of any written or oral representations made or alleged to be made in connection herewithherewith (whether in tort, contract, or otherwise). Without limiting the rights of any party Party to this Agreement against the any other parties heretoParty, in no event shall any party Subscriber or any of its Subscriber’s Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 4 contracts
Sources: Subscription and Contribution Agreement (CIM Opportunity Zone Fund, L.P.), Subscription and Contribution Agreement (CIM Opportunity Zone Fund, L.P.), Subscription and Contribution Agreement (CIM Opportunity Zone Fund, L.P.)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto a Party and no former, current or future equityholdersequity holders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto Party or any former, current or future shareholderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or (other than the Stockholders) of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party Party against the other parties heretoParties, in no event shall any party Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 3 contracts
Sources: Merger Support Agreement (Starboard Value LP), Merger Support Agreement (Scopia Capital Management Lp), Merger Support Agreement (Dynegy Inc.)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement hereof may only be made against the persons or entities that are expressly identified as parties hereto a Party and no former, current or future equityholdersequity holders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto Party or any former, current or future shareholderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or (other than the Stockholders) of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party Party against the other parties heretoParties, in no event shall any party Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement hereof against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 3 contracts
Sources: Merger Support Agreement (Chesapeake Energy Corp), Merger Support Agreement (Vine Energy Inc.), Merger Support Agreement (Starboard Value LP)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto and no former, current or future equityholdersequity holders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 3 contracts
Sources: Voting and Support Agreement (Lennar Corp /New/), Voting and Support Agreement (Eargo, Inc.), Voting and Support Agreement (Hemisphere Media Group, Inc.)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Applied Digital Corp.), Securities Purchase Agreement (Ekso Bionics Holdings, Inc.), Investment Agreement (Agilysys Inc)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any either party against the other parties party hereto, in no event shall any either party or any of its Affiliates affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 3 contracts
Sources: Standby, Securities Purchase and Debt Conversion Agreement (Barnes & Noble Education, Inc.), Standby, Securities Purchase and Debt Conversion Agreement (Immersion Corp), Standby, Securities Purchase and Debt Conversion Agreement
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto and after the date hereof or that agree in writing for the benefit of the Seller to be bound by the terms of this Agreement applicable to the Seller, and, subject only to the specific contractual provisions hereof, no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 2 contracts
Sources: Purchase Agreement (Teekay Offshore Partners L.P.), Purchase Agreement (Teekay Corp)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties signatories hereto, including entities that become signatories hereto and after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Company, and, subject only to the specific contractual provisions hereof, no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse PartyParty in connection with this Agreement.
Appears in 2 contracts
Sources: Investment Agreement (RingCentral, Inc.), Investment Agreement (Avaya Holdings Corp.)
Non-Recourse. This Agreement may only be enforced against, and any claims Claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, and no former, current or future equityholders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim Claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims Claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Bold Energy Holdings, LLC), Securities Purchase Agreement (Bold Energy Holdings, LLC)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 2 contracts
Sources: Preferred Stock Purchase Agreement (WildHorse Resource Development Corp), Investment Agreement (Genesee & Wyoming Inc)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Investors, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations covenants, obligations, agreements or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Centuri Holdings, Inc.), Common Stock Purchase Agreement (Icahn Carl C)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto and no former, current and future holders of any equity, partnership or future equityholderslimited liability company interest, controlling persons, directors, officers, employees, agents agents, attorneys, Affiliates, members, managers, general or Affiliates limited partners, stockholders or assignees of any party hereto or any formerfuture holders of any equity, current partnership or future shareholderlimited liability company interest, controlling personpersons, directordirectors, officerofficers, employeeemployees, agents, attorneys, Affiliates, members, managers, general or limited partnerpartners, member, manager, agent stockholders or Affiliate or assignees of any of the foregoing (each, a “Non-Recourse Party”) ), shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby by this Agreement or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in In no event shall any party or any of hereto, and each party hereto agrees to use its Affiliates reasonable best efforts to cause its Non-Recourse Parties not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse PartyParty not a party to this Agreement.
Appears in 2 contracts
Sources: Voting and Support Agreement (UpHealth, Inc.), Voting and Support Agreement (Veritiv Corp)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the Execution Date or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to a Purchaser (with respect to itself only), and no former, current or future equityholders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations covenants, obligations, agreements or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties party hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 2 contracts
Sources: Preferred Stock Purchase Agreement (Lexicon Pharmaceuticals, Inc.), Preferred Stock Purchase Agreement
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto and no former, current or future equityholdersequity holders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Non‑Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Non‑Recourse Party.
Appears in 2 contracts
Sources: Voting and Support Agreement (Doma Holdings, Inc.), Voting and Support Agreement (Doma Holdings, Inc.)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, Agreement or the negotiation, execution or performance of this Agreement may only be made against against, the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, each a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any either party against the other parties party hereto, in no event shall any either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Sources: Series a Convertible Preferred Stock Purchase Agreement (Kopin Corp)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto hereto, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith, other than as expressly set forth in the Equity Commitment Letter. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party., other than as expressly set forth in the Equity Commitment Letter. [Signature page follows]
Appears in 1 contract
Sources: Purchase Agreement (MRC Global Inc.)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any either party against the other parties party hereto, in no event shall any either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.. [Remainder of page intentionally left blank]
Appears in 1 contract
Sources: Investment Agreement
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby Transactions or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Eastman Kodak Co)
Non-Recourse. This Notwithstanding anything to the contrary contained herein or otherwise, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against against, the persons or entities Persons that are expressly identified as parties hereto in their capacities as parties to this Agreement, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any non-party hereto or any former, current or future shareholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations representations, warranties or statements made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties heretoparties, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Nonnon-Recourse Partyparty. The parties hereto hereby agree and acknowledge that the Debt Financing Sources are non-parties.
Appears in 1 contract
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties a Party hereto and no former, current or future equityholdersequity holders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto Party or any former, current or future shareholderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or (other than the Stockholders) of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party Party against the other parties heretoParties, in no event shall any party Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date of this Agreement, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any either party against the other parties party hereto, in no event shall any either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any either party against the other parties party hereto, in no event shall any either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Sources: Investment Agreement (Roadrunner Transportation Systems, Inc.)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the Execution Date or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser (with respect to itself only), and no former, current or future equityholders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations covenants, obligations, agreements or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties party hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Sources: Preferred Stock Purchase Agreement (Lexicon Pharmaceuticals, Inc.)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto and after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Company, and, subject only to the specific contractual provisions hereof, no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby Transactions or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse PartyParty in connection with this Agreement.
Appears in 1 contract
Sources: Investment Agreement (Norwegian Cruise Line Holdings Ltd.)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto and no former, current or future equityholdersequity holders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderstockholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or any of the foregoing (each, a “Non-Non- Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Non-Recourse. This Agreement may only be enforced against, and any claims claim or causes cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, the transactions contemplated hereby or the subject matter hereof may only be made against the persons or entities that are expressly identified as parties hereto and no formerpast, current present or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholder, controlling personAffiliate, director, officer, employee, general or limited partnerincorporator, member, manager, agent partner, shareholder, agent, attorney, advisor or Affiliate representative of any party hereto or any past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney, advisor or representative of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewithhereby. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto and hereto, and, subject only to the specific contractual provisions hereof, no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse PartyPerson”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby Transactions or in respect of any representations or warranties made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse PartyPerson.
Appears in 1 contract
Non-Recourse. This Agreement may only be enforced against, and any All claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this AgreementAgreement or the other Transaction Documents, or the negotiation, execution or performance of this Agreement or the other Transaction Documents (including any representation or warranty made in or in connection with this Agreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may only be made only against the persons or entities that are expressly identified as parties hereto and no formerthereto. No Person who is not a named party to this Agreement or the other Transaction Documents, current including any past, present or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates Representative of any a party hereto or any former, current or future shareholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or any of the foregoing (each, a “Non-Recourse PartyParty Representatives”) ), 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) for any obligations or liabilities of the parties arising under, in connection with or related to this Agreement or such other Transaction Documents (as the case may be) or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement againstor such other Transaction Documents (as the case may be) or the negotiation or execution hereof or thereof; and each Party hereto waives and releases all such liabilities, or seek to recover monetary damages for breach of this Agreement from, claims and obligations against any such Non-Recourse PartyParty Representatives.
Appears in 1 contract
Sources: Equity Capital Contribution Agreement (Stronghold Digital Mining, Inc.)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto a Party and no former, current or future equityholdersequity holders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto Party or any former, current or future shareholderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or (other than the Stockholders) of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party Party against the other parties heretoParties, in no event shall any party Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.. [Signature Pages Follow]
Appears in 1 contract
Sources: Merger Support Agreement
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Admiral Sellers, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Sources: Stock Issuance Agreement (WildHorse Resource Development Corp)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities and Persons that are expressly identified as parties the Parties hereto in their capacities as such and no former, current or future equityholdersequity holders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto Party hereto, or any former, current or future shareholderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties Parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party Party against the other parties Parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Sources: Transaction Agreement (Nord Anglia Education, Inc.)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.. Notwithstanding the foregoing, Parent and Purchaser shall be entitled to enforce the terms of this Agreement against any Affiliate of Stockholder to whom Shares are transferred in accordance with Section 4(a). [Signature Page Follows]
Appears in 1 contract
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto hereto, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Sources: Securities Purchase Agreement (Sentio Healthcare Properties Inc)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto and no former, current or future equityholdersequity holders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or (other than the Stockholders) of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Sources: Trolley Voting and Support Agreement (Sinclair Broadcast Group Inc)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to a Purchaser, and no former, current or future equityholders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Sources: Investment Agreement (Lindblad Expeditions Holdings, Inc.)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto and no former, current or future equityholdersequity holders, controlling persons, directors, officers, employees, agents or Affiliates affiliates of any party hereto or any former, current or future shareholderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate affiliate or any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party..
Appears in 1 contract
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any either party against the other parties party hereto, in no event shall any either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Non- Recourse Party.
Appears in 1 contract
Sources: Investment Agreement (Roadrunner Transportation Systems, Inc.)
Non-Recourse. This Notwithstanding anything to the contrary contained herein or otherwise, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the persons or entities and Persons that are expressly identified as parties hereto to this Agreement in their capacities as such and no former, current or future equityholdersstockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto hereto, or any former, current or future shareholderdirect or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Sources: Merger Agreement (Greatbatch, Inc.)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any either party against the other parties party hereto, in no event shall any either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Non-Recourse. This Agreement may only be enforced against, and any claims claim, action, suit, or causes of action that may be other legal proceeding based upon, arise arising out of of, or relate related to this Agreement, or the negotiation, execution execution, or performance of this Agreement Agreement, may only be made brought against the persons or entities Persons that are expressly identified named as parties hereto and no formerthen only with respect to the specific obligations set forth herein with respect to such party. No past, current present, or future equityholdersdirector, officer, employee, incorporator, manager, member, general or limited partner, shareholder, equityholder, controlling personsperson, directorsAffiliate, officersagent, employeesattorney, agents or Affiliates other representative of any party hereto or any former, current of their successors or future shareholder, controlling person, permitted assigns or any direct or indirect director, officer, employee, incorporator, manager, member, general or limited partner, membershareholder, managerequityholder, agent controlling person, Affiliate, agent, attorney, representative, successor, or Affiliate or permitted assign of any of the foregoing that is not party to this Agreement (each, a “Non-Recourse Party”) ), shall have any liability Liability for any obligations or liabilities of the parties to any party hereto under this Agreement or for any claim (whether in tort, contract Claim or otherwise) action based on, in respect of, or by reason of, of the transactions contemplated hereby Transactions or in respect of any written or oral representations made or alleged to be made in connection herewithherewith (whether in tort, contract, or otherwise). Without limiting the rights of any party to this Agreement against the any other parties party hereto, in no event shall Purchaser, any party Seller, any Acquired Entity, or any of its their respective Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Sources: Equity Purchase Agreement (Innovex International, Inc.)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto hereto, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby Transactions or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Eastman Kodak Co)
Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the persons or entities that are expressly identified as parties hereto signatories hereto, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future shareholderequityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate or of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of the Company against the Investor or any Affiliate thereof, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse PartyParty in connection with this Agreement.
Appears in 1 contract