Common use of Non-Recourse Clause in Contracts

Non-Recourse. 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 by this Agreement may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholder, Affiliate, agent, attorney, advisor, consultant or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreement.

Appears in 24 contracts

Samples: Voting and Support Agreement (Earthstone Energy Inc), Voting and Support Agreement (Earthstone Energy Inc), Voting and Support Agreement (Permian Resources Corp)

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Non-Recourse. 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 by this Agreement may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholder, Affiliate, agent, attorney, advisor, consultant or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contractcontract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party made under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreement.

Appears in 23 contracts

Samples: Voting and Support Agreement (Superior Energy Services Inc), Voting and Support Agreement (Forbes Energy Services Ltd.), Voting and Support Agreement (Jagged Peak Energy Inc.)

Non-Recourse. 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 by this Agreement may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholderequity holder, Affiliate, agent, attorney, advisor, consultant or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contractcontract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreement.

Appears in 10 contracts

Samples: Voting and Support Agreement (Liberty Oilfield Services Inc.), Voting and Support Agreement (Hoegh LNG Partners LP), Voting and Support Agreement (Hoegh LNG Holdings Ltd.)

Non-Recourse. 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 by this Agreement may only be brought against, the individual and entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholder, Affiliate, agent, attorney, advisor, consultant or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contractcontract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party made under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreement.

Appears in 6 contracts

Samples: Voting and Support Agreement (Reata Pharmaceuticals Inc), Voting and Support Agreement (Biogen Inc.), Voting and Support Agreement (Biogen Inc.)

Non-Recourse. 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 by this Agreement Transactions may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholder, Affiliate, agent, attorney, advisor, consultant or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party of Parent, the Company or the Merger Sub under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this AgreementTransactions.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Bonanza Creek Energy, Inc.), Registration Rights Agreement (Bonanza Creek Energy, Inc.), Agreement and Plan of Merger (Bonanza Creek Energy, Inc.)

Non-Recourse. 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 by this Agreement hereby may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholderstockholder, Affiliate, agent, attorney, advisor, consultant advisor or Representative representative or Affiliate of any of the foregoing shall have any liability (whether in Contractcontract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party of the Company or Acquiror under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreementhereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ASC Holdco, Inc.)

Non-Recourse. 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 by this Agreement hereby may only be brought against, the entities that are expressly named as parties hereto Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party Party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholderstockholder, Affiliate, agent, attorney, advisor, consultant advisor or Representative representative of any Party or of any Affiliate of any of the foregoing shall have any liability (whether in Contractcontract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party of the Investors or the Contributors under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreementhereby.

Appears in 1 contract

Samples: Purchase Agreement (Emmis Communications Corp)

Non-Recourse. (a) This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated by this Agreement may only be brought against, against the entities that are expressly named as parties Parties hereto (or the Divesting Entities) and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party Party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement and not otherwiseAgreement), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholderstockholder, Affiliate, lender, agent, attorney, advisor, consultant or Representative or Affiliate other representative of any of the foregoing Party hereto shall have any liability (whether in Contract, contract or in tort, equity in law or otherwisein equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party Party hereto under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out in respect of, or related to this Agreement or by reason of, the transactions contemplated by hereby or in respect of any oral representations made or alleged to have been made in connection herewith, except for the Divesting Entities to the extent specifically set forth in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vanda Pharmaceuticals Inc.)

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Non-Recourse. 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 by this Agreement hereby may only be brought against, the entities that are expressly named as parties hereto Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Except to the extent a named party Party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party Party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholderstockholder, Affiliate, agent, attorney, advisor, consultant advisor or Representative representative of any Party or of any Affiliate of any of the foregoing shall have any liability (whether in Contractcontract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party of the Company or the Contributors under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreementhereby.

Appears in 1 contract

Samples: Contribution Agreement (Emmis Communications Corp)

Non-Recourse. 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 by this Agreement hereby may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholderstockholder, Affiliate, Affiliate or agent, attorney, advisor, consultant advisor or Representative or Affiliate representative of any such Person or any of the foregoing its Affiliates shall have any liability (whether in Contractcontract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party of the Company or Buyer under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreementhereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meritor Inc)

Non-Recourse. (a) This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated by this Agreement hereby may only be brought against, the entities Persons that are expressly named as parties hereto Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. 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 and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholderstockholder, Affiliate, agent, attorney, advisor, consultant advisor or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contractcontract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party of the Company or the Purchaser under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreementhereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aramark)

Non-Recourse. 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 by this Agreement hereby may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement Party hereto (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwisehereto), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholderstockholder, Affiliate, agent, attorney, advisoradvisor or representative of any Party hereto, consultant or Representative or any Affiliate of any Party hereto or any of the foregoing shall have any liability (whether in Contractcontract, tort, equity 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, Parent, Merger Sub or other party under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreementhereby.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pivotal Acquisition Corp)

Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action Claim based upon, arising out of, or related to this Agreement or the transactions contemplated by this Agreement hereby may only be brought against, the entities Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholderstockholder, Affiliate, agent, attorney, advisor, consultant advisor or Representative or Affiliate of any of the foregoing foregoing, and no Debt Financing Source, shall have any liability (whether in Contractcontract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more party of the Parties under this Agreement (whether for indemnification or otherwise) or of or for any claim Claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreementhereby.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Quest Management Inc)

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