Common use of Non-Recourse Clause in Contracts

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

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

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

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

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

Non-Recourse. Except to the extent otherwise set forth in the Ancillary AgreementsNo past, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former present or future director, officer, employee, incorporator, member, partner, managerpartner (general or limited), shareholder, Affiliate, agent, attorney, representative representative, financing source or assignee of, and Affiliate of any financial advisor to any Contracting Party, Party or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, of any of the foregoing their respective Affiliates (collectively, the “Nonparty Affiliates”), other than a Party) shall have any liability (whether in contract or in tortat law, in law or in equity, in contract, in tort or granted by statuteotherwise) for any claims, causes of action, obligations, obligations or liabilities of such party arising under, out of, in connection with, with or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of, the Transactions, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (2) and (3), in all respects to the limitations set forth in Section 9.5(b), Section 9.5(d), Section 9.5(e), Section 9.5(f), Section 10.7 and this Section 10.13): (1) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (2) against the Investors under, if, as and when required pursuant to the terms and conditions of the Limited Guarantees; (3) against the equity providers for specific performance of their obligation to fund their committed portions of the Equity Commitments solely in accordance with, and pursuant to the terms and conditions of the Equity Commitment Letters; or (4) against the Company, Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement or Agreement. Notwithstanding anything to the contrary contained herein, the Company agrees on behalf of itself and its negotiationSubsidiaries that, execution, performance or breach (other than as to the extent expressly set forth in the Ancillary Agreements)Limited Guarantees, and, none of the Investors shall have any liability or obligation to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes Company or any of action, and obligations against its Subsidiaries relating to this Agreement or any such Nonparty Affiliates. Without limiting of the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: Transactions (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates including with respect to the performance Equity Commitments). This Section 10.13 is intended to benefit and may be enforced by the Investors and shall be binding on all successors and permitted assigns of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementthe Company.

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreements, all claims, obligations, liabilities, All claims or causes of action (whether in contract or in tort, in law Law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, managing member, general partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderprincipal, Affiliate, agent, attorney, representative attorney or assignee Representative of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Non-Party Affiliates”), shall have any liability Liability (whether in contract or in tort, in law Law or in equity, or granted by statutestatute or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or liabilities Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach (other than as set forth in the Ancillary Agreements), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action, claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 388.

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

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

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

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreements, all claims, obligations, liabilities, All Liabilities or causes of action Actions (whether in contract Contract or in tort, in law Law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofexpressly limited to) the Persons entities that are expressly identified as parties Parties hereto in the preamble to this Agreement or, if applicable, their successors and assigns (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, consultant, attorney, representative or assignee ofaccountants, and any financial advisor to or other representative of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, consultant, attorney, representative or assignee ofaccountants, and any financial advisor or lender to, other representative of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability Liability (whether in contract Contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities other Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its their negotiation, execution, performance performance, or breach (other than as set forth in the Ancillary Agreements), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, obligations and obligations other Liabilities against any such Nonparty Affiliates. Without limiting It is expressly agreed that the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance whom this Section 10.14 applies shall be third-party beneficiaries of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementSection 10.14.

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

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

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

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

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

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

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

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth contrary in the Ancillary Agreementsthis Agreement, (i) this Agreement may only be enforced against, and all claims, obligations, liabilities, or causes of action Proceedings (whether in contract or in tort, in law or in equity or granted by statuteequity) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner related to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in Parties hereto, and then only with respect to the preamble specific obligations set forth herein with respect to this Agreement such Party and (the “Contracting Parties”). No ii) no Person who is not a Contracting Partynamed party to this Agreement, including any currentpast, former present or future director, officer, employee, incorporator, member, manager, partner, manager, shareholderequityholder, Affiliate, agent, attorney, attorney or representative or assignee of, and of any financial advisor named party to any Contracting Party, this Agreement (or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, Affiliate of any of the foregoing aforementioned) (collectively, the “Nonparty Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or Law, in equity, or granted by statutestatute or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiationthe negotiation or execution hereof and each Party waives and releases all such liabilities, execution, performance or breach (other than as set forth in the Ancillary Agreements), and, claims and obligations against any such Non-Party Affiliates to the maximum extent permitted by Law, each Contracting . The Non-Party hereby waives and releases all such liabilities, claims, causes Affiliates are expressly intended as third-party beneficiaries of action, and obligations against any such Nonparty Affiliatesthis provision of this Agreement. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon on any Nonparty Affiliates Non-Party Affiliate with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

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

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreementscase of Fraud, all claims, obligations, liabilitiesLiabilities, actions or causes of action (whether in contract Contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofexpressly limited to) the Persons entities that are expressly identified as parties hereto in the preamble to this Agreement or, if applicable, their successors and assigns (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderequityholder, Affiliate, agent, consultant, attorney, accountants, financial advisor or other representative or assignee of, and any financial advisor to lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderequityholder, Affiliate, agent, consultant, attorney, accountants, financial advisor or other representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract Contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities other Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its their negotiation, execution, performance performance, or breach (other than as set forth in the Ancillary Agreements), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, obligations and obligations other Liabilities against any such Nonparty Affiliates. Without limiting It is expressly agreed that the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance whom this Section 9.14 applies shall be third-party beneficiaries of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementSection 9.14.

Non-Recourse. Except (x) as otherwise contemplated by Article XI and (y) in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror and Merger Sub, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the Company, Acquiror and Merger Sub as named parties hereto; and (b) except to the extent otherwise set forth in a party hereto (and then only to the Ancillary Agreements, all claims, obligations, liabilities, or causes extent of action (whether in contract or in tort, in law or in equity or granted the specific obligations undertaken by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreementsuch party hereto), may be made only against (and such representations and warranties are those solely ofi) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, advisor or representative or assignee ofAffiliate of the Company, Acquiror or Merger Sub and any financial advisor to any Contracting Party(ii) no past, or any current, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, advisor or representative or assignee of, and any financial advisor or lender to, Affiliate of any of the foregoing (collectivelyeach of the foregoing, the a “Nonparty AffiliatesAffiliate”), ) shall have any liability or obligation (whether in contract or in Contract, tort, in law equity or in equityotherwise, or granted by statutestatute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or liabilities of any one or more of the Company, Acquiror or Merger Sub under this Agreement for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach (other than as set forth in the Ancillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of actiontransactions contemplated hereby, and obligations against each party, on behalf of itself and its Affiliates, hereby irrevocably releases and forever discharges of the Nonparty Affiliates from any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, liability or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementobligation.

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Limited Guarantee, the Equity Commitment Letter, the Confidentiality Agreement, the Silver Lake Side Letter, the Letters of Transmittal, the Company RSU Holder Participation Agreements and the Company Optionholder Participation Agreements, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor to or lender or Debt Financing Source to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender or Debt Financing Source to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance performance, or breach (other than as set forth in the Ancillary Limited Guarantee, the Equity Commitment Letter, the Confidentiality Agreement, the Silver Lake Side Letter, the Letters of Transmittal, the Company RSU Holder Participation Agreements and the Company Optionholder Participation Agreements, but with respect to this parenthetical, in any event excluding claims, causes of action, obligations or liabilities against the Debt Financing Sources or Affiliates thereof), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: Limited Guarantee, the Equity Commitment Letter, the Confidentiality Agreement, the Silver Lake Side Letter, the Letters of Transmittal, the Company RSU Holder Participation Agreements and the Company Optionholder Participation Agreements (and in any event excluding from this exception claims, causes of action, obligations or liabilities against the Debt Financing Sources or Affiliates thereof), (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

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

Non-Recourse. (a) Except for the liabilities and obligations of the parties to the extent otherwise set forth in Confidentiality Agreement, the Ancillary AgreementsVoting Agreement, the Equity Commitment Letter, the Limited Guarantee and the other Transaction Documents under any of the foregoing Contracts to which they are expressly identified as parties, all claims, obligations, liabilities, liabilities or causes of action Legal Actions (whether in contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this AgreementAgreement or the Transactions, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, equityholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor to or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, equityholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, of any of the foregoing (collectively, the “Nonparty AffiliatesNon-Recourse Party”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of actionLegal Actions, obligations, obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the Transactions or based on, in respect of, or by reason of this Agreement or its the Transactions or the negotiation, execution, performance performance, or breach of this Agreement (other than than, in each case, the liabilities and obligations of the parties to the Confidentiality Agreement, the Voting Agreement, the Equity Commitment Letter, the Limited Guarantee and the other Transaction Documents under any of the foregoing Contracts to which they are expressly identified as set forth in the Ancillary Agreementsparties), and, to the maximum extent permitted by Law, each Contracting Party Party, on behalf of itself and its Affiliates, hereby waives and releases all such liabilities, claims, causes of action, Legal Actions and obligations against any such Nonparty AffiliatesNon-Recourse Party. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth as provided in the Ancillary Agreements: Confidentiality Agreement, the Voting Agreement, the Equity Commitment Letter, the Limited Guarantee and the other Transaction Documents, (ai) each Contracting Party hereby waives and releases any and all rights, claims, demands, demands or causes of action Legal Actions that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose impute or extend the liability of a Contracting Party on to any Nonparty AffiliateNon-Recourse Party, whether granted by based on statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (bii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Non-Recourse Party with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything herein to the contrary this Section 8.15 shall not apply with respect to actual, knowing, and intentional fraud with respect to the making of the express representations and warranties set forth in ARTICLES III and IV of this Agreement.

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

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreements, all All claims, obligations, liabilities, liabilities or causes of action (whether in contract or in tort, in law Law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)) and the transactions contemplated hereby, may be made made, subject to Section 6.1, only against (and such representations and warranties are those solely of) Parent, Merger Sub and the Persons that are expressly identified as parties in the preamble to this Agreement Company (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderStockholder, Warrantholder, Affiliate, agent, attorney, representative Representative or assignee of, and any financial advisor to or lender to, any Contracting Party, or any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderStockholder, Warrantholder, Affiliate, agent, attorney, representative Representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law Law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, or in connection with, or related in any manner to with this Agreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach (other than as set forth in the Ancillary Agreements)breach, and, to the maximum extent permitted by Lawlaw, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rightsConfidentiality Agreement, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding the foregoing, nothing in this Section 8.4 is intended to or shall relieve or release any Person from its obligations under any other contract or other document to which such Person is expressly made a party that is delivered pursuant to this Agreement.

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

Non-Recourse. Except Without limiting any rights of any party against any other party to an Ancillary Agreement to the extent otherwise set forth in on the terms and subject to the conditions thereunder or the Liabilities of any party to an Ancillary AgreementsAgreement to the extent arising from a claim against such party by another party to such agreement on the terms and subject to the conditions thereunder, all claimsthis Agreement may only be enforced against, obligations, liabilities, and any claim or causes cause of action (whether in contract or in tort, in law or in equity or granted by statute) that may be based upon, in respect of, arise under, arising out of or by reason of, be connected with, or relate in any manner related to this Agreement, Agreement or the negotiationTransactions may only be brought against, executionthe entities that are expressly named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Without limiting any rights of any party against another party to an Ancillary Agreement to the extent on the terms and subject to the conditions thereunder or performance the Liabilities of any party to an Ancillary Agreement to the extent arising from a claim against such party by another party to such agreement on the terms and subject to the conditions thereunder, except to the extent named as a party to this Agreement (including any representation or warranty made in, and then only to the extent of the specific obligations undertaken by such named party in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, advisor or representative or assignee ofAffiliate of any named party to this Agreement and (b) no past, and any financial advisor to any Contracting Party, or any current, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, advisor or representative or assignee of, and any financial advisor or lender to, Affiliate of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or liabilities of any one or more of the Company, Acquiror or Merger Sub under this Agreement of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach (other than as set forth in the Ancillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementTransactions.

Non-Recourse. Except to Without limiting any of the extent otherwise set forth in the Ancillary Agreementsterms of Section 11.13, all claims, obligations, liabilitiesLiabilities, Actions or causes of action (whether in contract Contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofexpressly limited to) the Persons entities that are expressly identified as parties hereto in the preamble to this Agreement or, if applicable, their successors and assigns (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, consultant, attorney, accountants or representative or assignee of, and any financial advisor to or lender to, or other financing source of, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, or representative or assignee of, and any financial advisor or lender to, or other financing source of, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability Liability (whether in contract Contract or in tort, in law or in equity, or granted by statute) for any claims, obligations, Liabilities, Actions or causes of action, obligations, or liabilities action arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its their negotiation, execution, performance performance, or breach (other than as set forth in the Ancillary Agreements), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, obligations, Liabilities, Actions and causes of action, and obligations action against any such Nonparty Affiliates. Without limiting Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person or entity not a party to this Agreement (it being expressly agreed that the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance whom this Section 11.14 applies shall be third-party beneficiaries of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementSection 11.14).

Non-Recourse. Except to the extent otherwise set forth in the Ancillary AgreementsConfidentiality Agreement, all claims, obligations, liabilitiesLiabilities, or causes of action (whether in contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) (i) the Persons that are expressly identified as parties in the preamble to this Agreement and (ii) with respect to any representation or warranty made in, in connection with, or as an inducement to, this Agreement, the Persons expressly making such representation or warranty (subject, in all cases to Section 4.27, Section 5.8 and Section 6.11) that is expressly identified as a Party in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, representative Representative or assignee of, and any financial advisor to or lender to, any Contracting Party, or any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, representative Representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability Liability (whether in contract or in tort, in law law, common law, or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities Liabilities arising under, out of, in connection with, or related in any ​ manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance performance, or breach (including any theories pertaining to “piercing the corporate veil”, “alter-ego”, unjust enrichment, or any other similar theories) (other than as set forth in the Ancillary AgreementsConfidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.​

Non-Recourse. Except to the extent otherwise as set forth in the Ancillary AgreementsEquity Commitment Letters and the Limited Guarantee, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this the Transaction Agreements or the Merger Agreement, or the negotiation, execution, or performance of this Agreement the Transaction Agreements (including any representation or warranty made in, in connection with, or as an inducement to, this the Transaction Agreements) or the Merger Agreement), may be made only against (and such representations and warranties are those solely ofexpressly limited to) the Persons entities that are expressly identified as parties in the preamble to this Agreement, the Merger Agreement or the other Transaction Agreements, as applicable (the “Contracting Parties”). No Other than pursuant to the Equity Commitment Letters and the Limited Guarantee, no Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, or representative or assignee of, and any financial advisor to or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, or representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this the Transaction Agreements or the Merger Agreement or based on, in respect of, or by reason of this the Transaction Agreements or the Merger Agreement or its their negotiation, execution, performance performance, or breach (other than as set forth in the Ancillary Agreements), breach; and, to the maximum extent permitted by Lawlaw, other than in connection with the Equity Commitment Letters and the Limited Guarantee, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, Notwithstanding anything to the maximum extent permitted by contrary in this Agreement (but without limiting (x) the obligations of the Lenders to the Buyer and its Affiliates under the Debt Commitment Letters and (y) the rights of the Buyer and its Affiliates under the Debt Commitment Letters), none of the Debt Financing Sources shall have any liability to Seller, any of its Affiliates or any of its or their Representatives relating to, arising out of or in connection with this Agreement, the Debt Financing, the transactions contemplated hereby or thereby or otherwise, whether at Law, except or equity, in contract, in tort or otherwise, and none of the Seller, any of its Affiliates or any of its or their Representatives shall have any rights or claims of any kind or description, whether in law, equity, contract, tort or otherwise, against any Debt Financing Source, in each case arising out of, relating to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equityconnection with this Agreement, any Debt Commitment Letter or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates definitive agreements with respect to thereto or the performance of this Agreement transactions contemplated hereby or any representation or warranty made in, in connection with, or as an inducement to this Agreementthereby.

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

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth contrary in this Agreement, subject only to the Ancillary Agreementsrights of the Company under the Equity Commitment Letter and the Confidentiality Agreement, all claims, obligations, liabilities, liabilities or causes of action (whether in contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement toto enter into, this Agreement), ) or the transactions contemplated by this Agreement may be made only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties in the preamble to this Agreement in the Preamble to this Agreement. Subject to the rights of the Company under the Equity Commitment Letter (subject to the “Contracting Parties”limitations contained therein). No Person who is not a Contracting Party, no other Person, including any currentFinancing Source, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliateaffiliate, agent, attorney, attorney or representative or assignee of, and or any financial advisor or lender to, any party to any Contracting Party, this Agreement or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliateaffiliate, agent, attorney, attorney or representative or assignee of, and or any financial advisor or lender to, to any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability liabilities (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement (including in connection with or related in any manner to the Bank Commitment Letter (including, for the avoidance of doubt, any Alternative Commitment Letters) or Bank Financing (including, for the avoidance of doubt, any Alternative Financing) or the High Yield Debt Financing) or based on, in respect of, of or by reason of this Agreement or its negotiation, execution, performance or breach (other than as set forth in the Ancillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementbreach.

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

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

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreements, all claims, obligations, liabilities, or causes of action All Actions (whether in contract or in tort, in law Law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, Agreement or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), Transactions may be made only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement Parties (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderequityholder, Affiliate, agent, attorney, representative attorney or assignee Representative of, and any financial advisor to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of the foregoing a Contracting Party (collectively, the “Nonparty Non-Party Affiliates”), shall have any liability Liability (whether in contract or in tort, in law Law or in equity, or granted by statutestatute or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claimsActions, causes of action, obligations, obligations or liabilities Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or the Transactions or based on, in respect of, or by reason of this Agreement (or its the negotiation, execution, performance or breach (other than as set forth in thereof) or the Ancillary Agreements), Transactions; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action, claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; , and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or the Transactions or any representation or warranty made in, in connection with, or as an inducement to this Agreement. The Parties acknowledge and agree that the Non-Party Affiliates are intended third party beneficiaries of this ‎Section 9.13.

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

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreements, all claimsClaims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties in the preamble Parties to this Agreement Agreement, but including any grantor or beneficiary of any Seller to the extent that such grantor or beneficiary receives a distribution from such Seller (the “Contracting Parties”). No Person who is not a Contracting Party, including without limitation any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderunitholder, stockholder, Affiliate, agent, attorney, or representative or assignee of, and any financial advisor to or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, managerman-ager, shareholderunitholder, stockholder, Affiliate, agent, attorney, or representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance performance, or breach (other than as set forth in the Ancillary Agreements), breach; and, to the maximum extent permitted by Lawlaw, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Lawlaw, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreements, all All claims, obligations, liabilities, liabilities or causes of action Actions (whether in contract or in tort, in law Law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)) and the Transactions, may be made made, only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)Agreement. No Person who is not a Contracting Partyparty to this Agreement, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderdirect or indirect equityholder, Affiliate, agentRepresentative, attorney, representative successor or assignee of, and any financial advisor to lender to, any Contracting Partyparty, or any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderdirect or indirect equityholder, Affiliate, agentRepresentative, attorney, representative successor or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty AffiliatesNon-Recourse Party”), shall will have any liability (whether in contract or in tort, in law Law or in equity, or granted by statute) for any claims, causes of actionActions, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the Transactions or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach (other than as set forth in of this Agreement and the Ancillary Agreements)Transactions, and, to the maximum extent permitted by Law, each Contracting Party party hereby waives and releases all such liabilities, claims, causes of action, Actions and obligations against any such Nonparty AffiliatesNon-Recourse Parties; provided, however, that in no event shall this Section 10.14 restrict, impede or otherwise impact the right of any party to (or third party beneficiary of) any other Transaction Agreement to enforce the terms of such Transaction Agreement against the other party(ies) expressly named as party(ies) to such Transaction Agreements in accordance with the terms thereof. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in any other Transaction Agreement (in each case in accordance with the Ancillary Agreements: (a) express terms thereof and only with respect to the express parties thereto or which are third party beneficiaries thereof), each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party party disclaims any reliance upon any Nonparty Affiliates Non-Recourse Parties with respect to the performance of this Agreement or any other Transaction Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement or any other Transaction Agreement.

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreements, all (a) All claims, obligations, liabilities, liabilities or causes of action (whether in contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, with or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)hereto. No Person who is not a Contracting Partyparty hereto, including without limitation (a) any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, attorney or representative or assignee of, and any financial advisor to or lender to, any Contracting Partyparty hereto, or (b) any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, attorney or representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach (other than as set forth in the Ancillary Agreements), breach; and, to the maximum extent permitted by Lawlaw, each Contracting Party party hereby waives and releases all such liabilities, claims, causes of action, action and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Lawlaw, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party party hereto hereby waives and releases any and all rights, claims, demands, demands or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party party hereto or otherwise impose liability of a Contracting party hereto or any Non-Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and . (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect Notwithstanding anything to the performance contrary, no Debt Financing Source Related Party shall have any liability to Seller or any of its Affiliates for any obligations or liabilities of Buyer or for any claim (whether at law or equity, 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. In no event shall Seller or any of its Affiliates (i) seek to enforce this Agreement against, make or support any claims for breach of this Agreement against, or seek to recover monetary damages from, any representation Debt Financing Source Related Party or warranty made in(ii) seek to enforce the Debt Financing or the Debt Commitment Letter against, make or support any claims for breach of the Debt Financing or the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise s▇▇, any Debt Financing Source Related Party for any reason, including in connection withwith the Debt Financing or the Debt Commitment Letter or the obligations of the Debt Financing Source Related Parties thereunder. For the avoidance of doubt, this Section 10.18(b) does not limit or as an inducement affect any rights or remedies that Buyer may have against the Debt Financing Source Related Parties pursuant to this Agreementthe Debt Commitment Letter.

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreementscase of intentional fraud, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity or granted by statute) Actions that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement, or (b) the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (c) any breach of this Agreement and (d) any failure of the Transactions to be consummated, may be made only against (and such representations and warranties and, without prejudice to the rights of any express third party beneficiary to whom rights under this Agreement inure pursuant to Section 11.5), are those solely of) of the Persons that are expressly identified as parties in the preamble to this Agreement (Except in the “Contracting Parties”). No Person who is not a Contracting Partycase of intentional fraud, no other Person, including any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, optionholder, Affiliate, agent, attorney, representative attorney or assignee Representative of, and or any financial advisor to or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, attorney or representative or assignee of, and or any financial advisor or lender to, to any of the foregoing (collectively, the “Nonparty Affiliates”)foregoing, shall have any liability liabilities (whether in contract or in tort, in law or in equity, or granted by statutestatute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach (other than as set forth the items in the Ancillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: immediately preceding clauses (a) through (d) and each Contracting Party Party, on behalf of itself and its Affiliates, hereby waives irrevocably releases and releases forever discharges each of such Persons from any and all rights, claims, demands, such liability or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementobligation.

Non-Recourse. Except to the extent otherwise expressly set forth in the Ancillary AgreementsConfidentiality Agreement, Article 8 with respect to Redwood Design & Supply or any of the Transaction Documents, all claimsActions, obligations, liabilities, obligations or causes of action liabilities (whether in contract or in tort, in law or in equity or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in Parties, and only to the preamble extent applicable to this Agreement such Party (which, for the “Contracting Parties”avoidance of doubt, shall be limited to Article 4, Section 6.7(a), Section 7.2(a)(ii), Section 7.2(c)(ii), Section 7.2(e)(ii), Section 9.2 and Article 10 with respect to each Key Person, and only to the extent such Article, Section or Exhibit is applicable to each such Key Person). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, representative or assignee of, of and any financial advisor to or lender to, any Contracting Party, or any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, representative or assignee of, of and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”)foregoing, shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claimsActions, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach (other than as expressly set forth in the Ancillary AgreementsConfidentiality Agreement or any of the other Transaction Documents); provided, andhowever, to the maximum extent permitted by Lawthat, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting notwithstanding the foregoing, nothing in this Section 10.12 shall operate to limit the maximum extent permitted by Law, except common law liability of Seller to the extent otherwise set forth Buyer for fraud in the Ancillary Agreements: (a) each Contracting Party hereby waives event Seller is finally determined by a court of competent jurisdiction to have willfully and releases any knowingly committed fraud against Buyer, with the specific intent to deceive and all rightsmislead Buyer, claims, demands, or causes of action that may otherwise be available at law or regarding the representations and warranties made in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreements, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity or granted by statute) that This Agreement may only be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee ofenforced against, and any financial advisor to any Contracting Partyclaim, obligation, liability or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any cause of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability action (whether in contract or in tort, in law or in equity, or granted by statute) for any claimsbased upon, causes of actionin respect of, obligations, or liabilities arising under, out or by reason of, in connection be connected with, or related in any manner to this Agreement or the transactions contemplated hereby may only be brought against the entities that are expressly named as parties hereto in the preamble to this Agreement, and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or commonly advised) fund, agent, lender, attorney, advisor or representative, or any of their respective assignees or successors, of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or commonly advised) fund, agent, attorney, lender, advisor or representative, or any of their respective assignees or successors, of any of the foregoing (collectively, the “Non-Recourse Parties”) shall have any liability (whether in contract, tort, law, equity, granted by statute or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, SPAC, Pubco or Merger Sub under this Agreement of or for any claim or cause of action based on, in respect of, arising under, out or by reason of of, be connected with, or related in any manner to this Agreement Agreement, any Ancillary Agreements or its negotiation, execution, performance the transactions contemplated hereby or breach (other than as set forth in the Ancillary Agreements), and, to thereby. To the maximum extent permitted by applicable Law, each Contracting Party of the entities expressly named as parties hereto, on behalf of itself and its controlled Affiliates, hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty AffiliatesNon-Recourse Party. Without limiting the foregoing, Notwithstanding anything to the maximum extent permitted by Lawcontrary contained herein, except nothing in this Section 11.14 shall limit any of the rights of the parties to the Ancillary Agreements to enforce, or to bring any claim or cause of action based upon, arising out of or related to, any Ancillary Agreement against Non-Recourse Party to the extent otherwise set forth in the such Non-Recourse Party is a party to such Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

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

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreements, all claimsClaims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties Parties in the preamble to this Agreement (the each, a “Contracting PartiesParty”). No Person who is not a Contracting Party, including without limitation any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderunitholder, stockholder, Affiliate, agent, attorney, or representative or assignee of, and any financial advisor to or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderunitholder, stockholder, Affiliate, agent, attorney, or representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance performance, or breach (other than as set forth in the Ancillary Agreements), breach; and, to the maximum extent permitted by Lawlaw, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, Notwithstanding anything to the maximum extent permitted by Lawcontrary contained herein, except to the extent nothing in this Agreement shall limit, prohibit or otherwise set forth affect any claim in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demandsevent of, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementFraud.

Non-Recourse. Except to the extent otherwise set forth in the Ancillary AgreementsConfidentiality Agreement or the Clean Team Agreement, each signatory to this Agreement on behalf of themselves and their respective Subsidiaries and Affiliates agree that all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor to advisor, debt financing sources or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance performance, or breach (other than as set forth in the Ancillary AgreementsConfidentiality Agreement or the Clean Team Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: Confidentiality Agreement or the Clean Team Agreement, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.. 968037.12

Non-Recourse. Except to the extent otherwise expressly set forth in the Ancillary Agreements, all claims, obligations, liabilities, or causes of action (whether in contract Contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, representative other Representative or assignee of, and any financial advisor to or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, representative other Representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract Contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach (other than as expressly set forth in the Ancillary Agreements), and, to the maximum extent permitted by Lawlaw, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, action and obligations against any such Nonparty Affiliates. Without limiting For the foregoingavoidance of doubt, nothing in this Section 9.14 or elsewhere in this Agreement shall limit any rights of any party to the maximum extent permitted by Law, except to the extent otherwise set forth this Agreement in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rightscase of fraud. IN RE SCOTTISH HOLDINGS, claimsINC., demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementet al.

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

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreements, all claims, obligations, liabilities, All claims or causes of action (whether in contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, Agreement or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), other agreement contemplated hereby may be made only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, current or former or future director, officer, employee, incorporator, controlling person, managing member, general partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderprincipal, Affiliate, agent, attorney, attorney or representative or assignee of, and any heir, executor, administrator, successor or assign, financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statutestatute or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or any other agreement contemplated hereby or based on, in respect of, or by reason of this Agreement or its any other agreement contemplated hereby or their negotiation, execution, performance or breach (other than as set forth in the Ancillary Agreements), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be now or in the future available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 35.

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

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

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

Non-Recourse. Except Subject to the extent otherwise set forth in the Ancillary Agreementsspecific terms hereof (including Section 7.6), all claimsthis Agreement, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity or granted by statute) and any Legal Proceeding that may be based upon, in respect of, arise under, out of or by reason of, be connected with, with or relate in any manner to this Agreement, or the negotiation, execution, performance or performance breach (whether willful, intentional, unintentional or otherwise) of this Agreement (including any representation each of such above-described legal, equitable or warranty made inother theories or sources of liability, in connection with, or as an inducement to, this Agreement), a “Recourse Theory”) may only be made only or asserted against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as the parties in the preamble to and signature pages of this Agreement (the “Contracting Parties”)and solely in their capacities as such. No Person who is not a Contracting PartyParty (including (a) any former, including any currentcurrent or future: direct or indirect equity holder, former or future directorcontrolling Person, officer, employeemanagement company, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderagent, Affiliate, agent, attorney, representative attorney or assignee Representative of, and or any financial or other advisor or lender toto (all above-described Persons in this subclause (a), any of the foregoing (collectively, “Affiliated Persons”) a Party or any Affiliate of such Party, or (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the Parties (the Persons in subclauses (a) and (b), together with their respective successors, assigns, heirs, executors and administrators, collectively, but specifically excluding the Parties, “Nonparty AffiliatesNon-Parties” and each a “Non-Party”), ) shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, whatsoever in respect of, based upon or by reason arising out of this Agreement or its negotiation, execution, performance or breach (other than as set forth in the Ancillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against connection with any such Nonparty AffiliatesRecourse Theory. Without limiting the rights of any Party against the other Parties as expressly set forth herein, in no event shall any Party, any of its Affiliates or any Person claiming by, through or on behalf of any of them institute any Legal Proceeding under any Recourse Theory against any Non-Party. Notwithstanding anything to the contrary in this Section 10.13, nothing in this Section 10.13 shall limit the obligations of Buyer under the Confidentiality Agreement. Without limiting the generality of the foregoing, to the maximum extent permitted by Law, except under applicable Law (and subject only to the extent otherwise set forth in the Ancillary Agreements: specific contractual provisions of this Agreement), each Party, on behalf of itself and each of its Affiliates, and any Person claiming by, through or on behalf of them, hereby (ai) each Contracting Party hereby waives waives, releases and releases disclaims any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; Recourse Theories against all Non-Parties and (bii) each Contracting Party expressly disclaims any reliance upon any Nonparty Affiliates Non-Parties with respect to the performance of this Agreement or any representation representations or warranty warranties made (or alleged to have been made) in, in connection with, with or as an inducement to this Agreement.

Non-Recourse. Except to the extent otherwise as set forth in the Ancillary AgreementsConfidentiality Agreement, the Equity Commitment Letter, or the Limited Guarantee, all claims, obligations, liabilities, Actions or causes of action obligations (whether in contract or in tortat Law, in law equity, in contract, in tort or in equity or granted by statuteotherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, shareholdermember, Affiliate, agent, attorney, assignee or representative or assignee of, and financing source (including the Financing Parties) of any financial advisor to any Contracting Party, or any current, former or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, shareholder, Affiliate, agent, attorney, assignee or representative or assignee of, and any financial advisor or lender to, of any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any liability obligations (whether in Law or in equity, whether in contract or in tort, in law tort or in equity, or granted by statuteotherwise) for any claims, causes of action, obligations, Actions or liabilities obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance performance, or breach (other than as set forth in the Ancillary AgreementsConfidentiality Agreement, the Equity Commitment Letter or the Limited Guarantee), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesActions or obligations arising under, claimsout of, causes in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of actionthis Agreement or its negotiation, and obligations execution, performance, or breach (other than as set forth in the Confidentiality Agreement, the Equity Commitment Letter or the Limited Guarantee) against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent as otherwise set forth in the Ancillary Agreements: Confidentiality Agreement, the Equity Commitment Letter or the Limited Guarantee, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, Actions or causes of action demands that may otherwise be available available, whether at law or Law, in equity, in contract, in tort or granted by statuteotherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability obligations of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the Confidentiality Agreement, the Equity Commitment Letter or the Limited Guarantee); and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. For the avoidance of doubt, nothing in this Section 8.13 shall limit the right of the Company to bring an Action with respect to any breach of the Equity Investors’ and Guarantors’ obligations to pay or fund the payment of the amounts set forth in the Equity Commitment Letter and the Limited Guarantee, respectively, under circumstances in which the amounts thereunder are payable in accordance with and pursuant to the terms and conditions thereof.

Non-Recourse. Except to the extent otherwise set forth in the Ancillary AgreementsThis Agreement may only be enforced against, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity or granted by statute) and any Action that may be based upon, in respect of, arise under, out of or by reason of, be connected with, with or relate in any manner to this Agreement, or the negotiation, execution, performance or performance breach, of this Agreement (including Agreement, including, any representation or warranty made inor alleged to have been made, in connection with, with or as an inducement to, this Agreement)Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made only or asserted against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties Parties in the preamble to and signature pages of this Agreement (the “Contracting Parties”)and solely in their capacities as such. No Person who is not a Contracting PartyParty (including, including (a) any currentformer, former current or future directordirect or indirect equity holder, officercontrolling Person, employeemanagement company, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderagent, Affiliate, agentassignee, attorney, attorney or representative or assignee of, and any financial advisor or lender toto (all above-described Persons in this sub-clause (a), collectively, “Affiliated Persons”) a Party or any Affiliate of such Party, and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the foregoing Parties (the Persons in sub-clauses (a) and (b), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the Parties, the “Nonparty AffiliatesNon-Parties”), shall ) will have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, whatsoever in respect of, based upon or by reason arising out of any Recourse Theory under this Agreement or its negotiation, execution, performance or breach (other than as set forth in the Ancillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty AffiliatesAgreement. Without limiting the foregoing, to rights of any Party against the maximum extent permitted by Law, except to the extent otherwise other Parties as set forth herein, in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases no event will any and all rightsParty, claims, demands, or causes any of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty its Affiliates with respect to the performance of this Agreement or any representation Person claiming by, through or warranty made in, in connection with, or as an inducement to this Agreementon behalf of any of them institute any Action under any Recourse Theory against any Non-Party.

Non-Recourse. Except to the extent otherwise set forth in any Equity Commitment Letter and the Ancillary AgreementsConfidentiality Agreement, all claims, obligations, liabilities, Liabilities or causes of action Actions (whether in contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)Agreement. No Person who is not a Contracting Partyparty to this Agreement, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderequityholder, Affiliate, agent, attorney, representative Representative or assignee of, and any financial advisor to or lender to, any Contracting Partyparty, or any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderequityholder, Affiliate, agent, attorney, representative Representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, Liabilities or liabilities Actions arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance performance, or breach (other than as set forth in any Equity Commitment Letter and the Ancillary AgreementsConfidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party party hereto hereby waives and releases all such liabilities, claims, causes of action, and obligations Liabilities or Actions against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in any Equity Commitment Letter and the Ancillary Agreements: (a) Confidentiality Agreement, each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party party hereto disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to to, this Agreement.. [Signature Page Follows]

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreements, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity or granted by statute) that This Agreement may only be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee ofenforced against, and any financial advisor to any Contracting Partyclaim, obligation, liability or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any cause of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability action (whether in contract or in tort, in law or in equity, or granted by statute) for any claimsbased upon, causes of actionin respect of, obligations, or liabilities arising under, out or by reason of, in connection be connected with, or related in any manner to this Agreement or the transactions contemplated hereby may only be brought against the entities that are expressly named as parties hereto in the preamble to this Agreement, and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or commonly advised) fund, agent, lender, attorney, advisor or representative, or any of their respective assignees or successors, of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or commonly advised) fund, agent, attorney, lender, advisor or representative, or any of their respective assignees or successors, of any of the foregoing (collectively, the “Non-Recourse Parties”) shall have any liability (whether in contract, tort, law, equity, granted by statute or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, SPAC, Pubco or Merger Sub under this Agreement of or for any claim or cause of action based on, in respect of, arising under, out or by reason of of, be connected with, or related in any manner to this Agreement Agreement, any Ancillary Agreements or its negotiation, execution, performance the transactions contemplated hereby or breach (other than as set forth in the Ancillary Agreements), and, to thereby. To the maximum extent permitted by applicable Law, each Contracting Party of the entities expressly named as parties hereto, on behalf of itself and its controlled Affiliates, hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty AffiliatesNon-Recourse Party. Without limiting the foregoing, Notwithstanding anything to the maximum extent permitted by Lawcontrary contained herein, except nothing in this ‎Section 11.14 shall limit any of the rights of the parties to the Ancillary Agreements to enforce, or to bring any claim or cause of action based upon, arising out of or related to, any Ancillary Agreement against Non-Recourse Party to the extent otherwise set forth in the such Non-Recourse Party is a party to such Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreementsother Transaction Documents, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Company Stockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance performance, or breach (other than as set forth in the Ancillary Agreementsother Transaction Documents), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: other Transaction Documents, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement or any exhibit or schedule hereto or any certificate delivered hereunder.

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

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreements, all All claims, obligations, liabilities, or causes of action action, obligations or liabilities (whether in contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this AgreementAgreement or Contemplated Transaction, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties Seller and Buyer in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, equityholder, subsidiary, parent company, Affiliate, agent, attorney, representative or assignee of, and any financial advisor to or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, equityholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, of any of the foregoing (collectively, the “Nonparty AffiliatesNon-Recourse Party”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the Contemplated Transaction or based on, in respect of, or by reason of this Agreement or its the Contemplated Transaction or the negotiation, execution, performance performance, or breach of this Agreement (other than as set forth in the Ancillary Agreementsthis Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, obligations and obligations liabilities against any such Nonparty AffiliatesNon-Recourse Party. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: this Agreement, (ai) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose impute or extend the liability of a Contracting Party on to any Nonparty AffiliateNon-Recourse Party, whether granted by based on statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (bi) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Non-Recourse Party with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

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

Non-Recourse. Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Equityholder Representative, each Member, Acquiror and the Purchasers, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the Equityholder Representative, such Member, Acquiror and the Purchasers as named parties hereto; and (b) except to the extent otherwise set forth in a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto) or to the extent party to and as expressly contemplated by (and applicable to and subject to the terms of) any Ancillary Agreements, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation(i) no past, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, advisor or representative or assignee ofAffiliate of the Company, each Member, Acquiror or the Purchasers and any financial advisor to any Contracting Party(ii) no past, or any current, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, advisor or representative or assignee of, and any financial advisor or lender to, Affiliate of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in Contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or liabilities arising under, out of, in connection with, of any one or related in any manner to this Agreement or based on, in respect of, or by reason more of this Agreement or its negotiation, execution, performance or breach (the other than as set forth in the Ancillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of parties hereto under this Agreement or any representation or warranty made inAncillary Agreement, in connection witheach case, for any claim based on, arising out of, or as an inducement related to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby.

Non-Recourse. Except to the extent otherwise as set forth in the Ancillary AgreementsConfidentiality Agreement, all claims, obligations, liabilities, or causes of action (whether in contract or in tortat Law, in law equity, in contract, in tort or in equity or granted by statuteotherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, shareholdermember, Affiliate, agent, attorney, representative assignee or assignee Representative of, and any financial advisor to advisor, Financing Source or lender to, any Contracting Party, or any current, former or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, shareholdermember, Affiliate, agent, attorney, representative assignee or assignee Representative of, and any financial advisor advisor, Financing Source or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law Law or in equity, whether in contract or granted by statutein tort or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance performance, or breach (other than as set forth in the Ancillary AgreementsConfidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the Confidentiality Agreement) against any such Nonparty Non-Party Affiliates; provided, that, for clarity, no party to the Confidentiality Agreement shall be deemed a Non-Party Affiliate. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: Confidentiality Agreement, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available available, whether at law or Law, in equity, in contract, in tort or granted by statuteotherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the Confidentiality Agreement); and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary contained herein or otherwise, after the Closing, no party may seek to rescind this Agreement or any of the transactions contemplated hereby.

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

Non-Recourse. Except to the extent otherwise as expressly set forth in the this Agreement or any Ancillary AgreementsAgreement and excluding any claims or remedies of a party to this Agreement for Fraud against a Person that committed such Fraud or participated in such Fraud, all claims, obligations, liabilities, obligations or causes of action Actions (whether in contract or in tort, in law Law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)and the transactions contemplated hereby, may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement or any Ancillary Agreement, including the Support Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderequityholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any Contracting Party, or any past, present or future director, officer, employee, incorporator, member, partner, manager, equityholder, Affiliate, agent, attorney, representative assignee of, and any financial advisor or lender to, any of the foregoing foregoing, but excluding any director, officer or employee of any Company Entity not otherwise affiliated with or employed by CD&R (collectively, the “Nonparty AffiliatesNon-Recourse Parties”), shall will have any liability Liability (whether in contract or in tort, in law Law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities Actions arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach of this Agreement and the transactions contemplated hereby (whether sounding in contract or tort, or whether at law or in equity, on public policy grounds, under any Law (including under securities Laws or RICO), for conspiracy, aiding or abetting or other than as set forth in the Ancillary Agreementssimilar claim (including with respect to a claim permitted against a party to this Agreement) or otherwise), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action, Actions and obligations against any such Nonparty AffiliatesNon-Recourse Parties, in each case, other than with respect to any claims pursuant to any Ancillary Agreement and any claims or remedies for Fraud against a Person that committed such Fraud or participated in such Fraud. Without limiting In furtherance of the foregoing, effective as of the Closing, Buyer hereby waives, releases and covenants not to ▇▇▇ on its own behalf and on behalf of its Non-Recourse Parties, to the maximum fullest extent permitted by under applicable Law, except to the extent otherwise set forth Seller and its Non-Recourse Parties, whether in the Ancillary Agreements: (a) each Contracting Party hereby waives any individual, corporate or any other capacity, from and releases against any and all other rights, claims, demands, or claims and causes of action that Buyer and its Non-Recourse Parties may otherwise be available at law have against Seller and its Non-Recourse Parties relating (directly or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (bindirectly) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance subject matter of this Agreement or the transactions contemplated hereby (including relating to any representation exhibit, the Seller Disclosure Letter or warranty made indocument delivered hereunder or any failure to obtain any consent or authorization from any Person in connection with the transactions contemplated hereby) or the ownership or operation of the Company Entities prior to the Closing, including whether arising under or based upon any Law (including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or any other Environmental Laws) or otherwise and including any rights to rescission of the transactions contemplated hereby and including any rights of contribution, indemnification, reimbursement or other similar rights, other than (i) claims against Seller surviving pursuant to Section 8.01, (ii) claims pursuant to any Ancillary Agreement and (iii) any claims against a Person that committed or participated in Fraud. The parties hereto agree that the limits imposed on Buyer’s and its Non-Recourse Parties’ remedies with respect to this Agreement and the transactions contemplated hereby (including this Section 8.02) were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereunder. Buyer agrees on behalf of itself and each of its Non-Recourse Parties not to avoid or attempt to avoid the limitations on liability set forth in this Agreement by (i) seeking damages for breach of contract, tort or pursuant to any other theory of liability or asserting any claim against any of Seller’s or the Company Entities’ Non-Recourse Parties for conspiracy, aiding or abetting or other theory of liability with respect to a claim that may be asserted against a party to this Agreement all of which are hereby irrevocably waived or (ii) asserting or threatening any claim against any Person that is not a party hereto (or a successor to a party hereto) for breaches of the representations, warranties, covenants or agreements contained in this Agreement, in connection witheach case, other than with respect to any claims pursuant to any Ancillary Agreement and any claims or as an inducement to this Agreementremedies for Fraud against a Person that committed such Fraud or participated in such Fraud.

Non-Recourse. Except Subject to the extent otherwise set forth in rights of the Ancillary Agreementsparties to the Financing Commitment Letters, (a) all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No , and (b) no Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholdermember, stockholder, Affiliate, agent, attorney, or representative or assignee of, and any financial advisor to or Debt Financing Source to, any Contracting Party, the Equity Financing Source, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholdermember, stockholder, Affiliate, agent, attorney, or representative or assignee of, and any financial advisor or lender Debt Financing Source to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance performance, or breach (other than as set forth in the Ancillary Agreements), breach; and, to the maximum extent permitted by Applicable Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, Notwithstanding anything to the maximum extent permitted by Lawcontrary in this Section 10.16, except in no event shall the foregoing be construed (i) to waive any claim of Buyer or the Companies against the Debt Financing Sources pursuant to the extent otherwise set forth in Debt Commitment Letter or the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect Debt Financing Agreements related to the performance Debt Financing or the transactions contemplated thereunder or (ii) to waive any claim of this Agreement Holdco, Buyer or any representation or warranty made in, in connection with, or as an inducement Seller against the Equity Financing Source pursuant to this the Investment Agreement.

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreements, all All claims, obligations, liabilitiesLiabilities, Actions or causes of action (whether in contract Contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofexpressly limited to) the Persons entities that are expressly identified as parties hereto in the preamble to this Agreement or, if applicable, their successors and assigns (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, consultant, attorney, accountants or representative or assignee of, and any financial advisor or lender to or other financing source of, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, or representative or assignee of, and any financial advisor or lender toto or other financing source of, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability Liability (whether in contract Contract or in tort, in law or in equity, or granted by statute) for any claims, obligations, Liabilities, Actions or causes of action, obligations, or liabilities action arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its their negotiation, execution, performance performance, or breach (other than as set forth in the Ancillary Agreements), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, obligations, Liabilities, Actions and causes of action, and obligations action against any such Nonparty Affiliates. Without limiting Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person or entity not a party to this Agreement (it being expressly agreed that the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance whom this Section 11.17 applies shall be third-party beneficiaries of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementSection 11.17).

Non-Recourse. Except to the extent otherwise as expressly set forth in the Ancillary Agreementsother Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action (whether in contract or in tortat Law, in law equity, in contract, in tort or in equity or granted by statuteotherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this AgreementAgreement or any other Transaction Document, or the negotiation, execution, or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this AgreementAgreement or any other Transaction Document ), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement or such other Transaction Document (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, shareholdermember, Affiliate, agent, attorney, assignee or representative or assignee of, and any financial advisor to to, any Contracting Party, or any current, former or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, shareholder, Affiliate, agent, attorney, assignee or representative or assignee of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law Law or in equity, whether in contract or granted by statutein tort or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or such other Transaction Document or based on, in respect of, or by reason of this Agreement or such other Transaction Document or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance performance, or breach (other than as expressly set forth in the Ancillary Agreements), and, to other Transaction Documents or the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations Confidentiality Agreement) against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the Ancillary Agreements: other Transaction Documents or the Confidentiality Agreement, (ai) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available available, whether at law or Law, in equity, in contract, in tort or granted by statuteotherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; , in each case arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (bii) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding the foregoing, the provisions of this Section 11.21 shall not apply to claims for Fraud by a party to this Agreement against a party to this Agreement, in each case, in connection with the Transactions.

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

Non-Recourse. Except for (i) claims based on Fraud, (ii) to the extent otherwise set forth in the Ancillary AgreementsConfidentiality Agreement, or (iii) claims under any document, instrument or certificate expressly referenced under this Agreement and/or entered into in connection with this Agreement and the transactions contemplated hereby and thereby to the extent in accordance with the terms of such Agreement (clauses (i) through (iii) of this paragraph, together, the “Recourse Exceptions”), all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor to or lender to, any Contracting Party, or any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”)) nor any Financing Source, shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance performance, breach or breach termination (other than as set forth in the Ancillary AgreementsConfidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby knowingly and irrevocably waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting Affiliates and Financing Sources; provided that the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose foregoing shall not limit liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims Affiliate for any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementRecourse Exception.

Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreements, all claims, obligations, liabilities, All Liabilities or causes of action Actions (whether in contract Contract or in tort, in law Law or in equity equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely ofexpressly limited to) the Persons entities that are expressly identified as parties Parties hereto in the preamble to this Agreement or, if applicable, their successors and assigns (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, consultant, attorney, representative or assignee ofaccountants, and any financial advisor to or other representative of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholderstockholder, Affiliate, agent, consultant, attorney, representative or assignee ofaccountants, and any financial advisor or lender to, other representative of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability Liability (whether in contract Contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities other Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its their negotiation, execution, performance performance, or breach (other than as set forth in the Ancillary Agreements), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, obligations and obligations other Liabilities against any such Nonparty Affiliates. Without limiting It is expressly agreed that the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance whom this Section 10.14 applies shall be third- party beneficiaries of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementSection 10.14.

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

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