Common use of Obligations Limited to Parties to Agreement Clause in Contracts

Obligations Limited to Parties to Agreement. Notwithstanding anything that may be expressed or implied in this Agreement or any other document, agreement or instrument delivered in connection herewith, each of the parties hereto covenants, agrees and acknowledges that, other than as set forth herein, no Person other than the Purchasers, the Holders, their respective permitted assignees and the Partnership shall have any obligation in respect of the obligations of the Purchasers hereunder and that, notwithstanding that one or more of such Persons may be a corporation, partnership or limited liability company, no rights of recovery and no recourse under this Agreement or under any documents, agreements or instruments delivered in connection herewith or therewith or in respect of any oral representation made or alleged to made in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, assignee, incorporator, controlling Person, fiduciary, representative, member, stockholder or Affiliate of any of such Persons or their respective successors or permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate thereof or against any former, current or future director, officer, employee, agent, general or limited partner, manager, assignee, incorporator, controlling Person, fiduciary, representative or Affiliate of any of the foregoing, but in each case not including the Purchasers (each, but excluding for the avoidance of doubt, the Purchasers, a “No Recourse Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against a No Recourse Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any No Recourse Affiliate for any obligations of such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith or for any claim (whether in tort, contract or otherwise) based on, in respect of or by reason of such obligation or its creation, except, in each case, for any successor, permitted transferee or assignee of any Purchaser or a Selling Holder hereunder.

Obligations Limited to Parties to Agreement. Notwithstanding anything that may be expressed or implied in this Agreement or any other document, agreement or instrument delivered in connection herewith, each Each of the parties hereto covenants, agrees and acknowledges that, other than as set forth herein, that no Person other than the Purchasers, the Holders, Purchasers (and their respective permitted assignees assignees) and the Partnership BreitBurn shall have any obligation in respect of the obligations of the Purchasers hereunder and that, notwithstanding that one or more of such Persons the Purchasers may be a corporation, partnership or limited liability company, no rights of recovery and no recourse under this Agreement or the Registration Rights Agreement or under any documents, agreements documents or instruments delivered in connection herewith or therewith or in respect of any oral representation made or alleged to made in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, assignee, incorporator, controlling Person, fiduciary, representative, member, stockholder or Affiliate of any of such Persons or their respective successors or permitted assignees, or any former, current or future directortrustee, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate thereof of any of the Purchasers or against BreitBurn or any former, current or future director, trustee, officer, employee, agent, general or limited partner, manager, assigneemember, incorporator, controlling Person, fiduciary, representative stockholder or Affiliate of any of the foregoing, but in each case not including the Purchasers (each, but excluding for the avoidance of doubt, the Purchasers, a “No Recourse Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against a No Recourse Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law or otherwiseLaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any No Recourse former, current or future director, trustee, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or BreitBurn or any former, current or future director, trustee, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of such Persons or their respective permitted assignees the Purchasers and BreitBurn under this Agreement or the Registration Rights Agreement or any documents or instruments delivered in connection herewith or therewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith or for any claim (whether in tort, contract or otherwise) based on, in respect of or by reason of such obligation or its creation, except, in each case, for any successor, permitted transferee or assignee . [The remainder of any Purchaser or a Selling Holder hereunderthis page is intentionally left blank.]

Obligations Limited to Parties to Agreement. Notwithstanding anything that may be expressed or implied in this Agreement or any other document, agreement or instrument delivered in connection herewith, each Each of the parties hereto covenants, agrees and acknowledges that, other than as set forth herein, that no Person other than the PurchasersInvestor, the Selling Holders, their respective permitted assignees and the Partnership Matador shall have any obligation in respect of the obligations of the Purchasers hereunder and that, notwithstanding that one or more of such Persons Matador and the Investor may be a corporation, partnership or limited liability company, no rights of recovery and no recourse under this Agreement or under any documents, agreements documents or instruments delivered in connection herewith or therewith or in respect of any oral representation made or alleged to made in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, assignee, incorporator, controlling Person, fiduciary, representative, member, stockholder or Affiliate of any of such Persons Matador, the Investor, Selling Holders or their respective successors or permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate thereof of any of the foregoing, whether by the enforcement of any assessment or against by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, assigneemember, incorporatorstockholder or Affiliate of any of Matador, controlling Personthe Investor, fiduciarySelling Holders or any of their respective assignees, representative or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, but in each case not including the Purchasers (eachas such, but excluding for the avoidance of doubt, the Purchasers, a “No Recourse Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against a No Recourse Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any No Recourse Affiliate for any obligations of such Persons Matador, the Investor, Selling Holders or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith or for any claim (whether in tort, contract or otherwise) based on, in respect of or by reason of such obligation or its creation, except, except in each case, case for any successor, permitted transferee or assignee of any Purchaser the Investor or a Selling Holder hereunder.

Obligations Limited to Parties to Agreement. Notwithstanding anything that may be expressed or implied in this Agreement or any other document, agreement or instrument delivered in connection herewith, each Each of the parties hereto covenants, agrees and acknowledges that, other than as set forth herein, that no Person other than the PurchasersPurchaser, the Selling Holders, their respective permitted assignees and the Partnership Crosstex shall have any obligation in respect of the obligations of the Purchasers hereunder and that, notwithstanding that one or more of such Persons Crosstex and the Purchaser may be a corporation, partnership or limited liability company, no rights of recovery and no recourse under this Agreement or under any documents, agreements documents or instruments delivered in connection herewith or therewith or in respect of any oral representation made or alleged to made in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, assignee, incorporator, controlling Person, fiduciary, representative, member, stockholder or Affiliate of any of such Persons Crosstex, the Purchaser, Selling Holders or their respective successors or permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate thereof of any of the foregoing, whether by the enforcement of any assessment or against by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, assigneemember, incorporatorstockholder or Affiliate of any of Crosstex, controlling Personthe Purchaser, fiduciarySelling Holders or any of their respective assignees, representative or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, but in each case not including the Purchasers (eachas such, but excluding for the avoidance of doubt, the Purchasers, a “No Recourse Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against a No Recourse Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any No Recourse Affiliate for any obligations of such Persons Crosstex, the Purchaser, Selling Holders or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith or for any claim (whether in tort, contract or otherwise) based on, in respect of or by reason of such obligation or its creation, except, except in each case, case for any successor, permitted transferee or assignee of any the Purchaser or a Selling Holder hereunder.

Obligations Limited to Parties to Agreement. Notwithstanding anything that may be expressed or implied in this Agreement or any other document, agreement or instrument delivered in connection herewith, each Each of the parties hereto covenants, agrees and acknowledges that, other than as set forth herein, that no Person other than the Purchasers, the Selling Holders, their respective permitted assignees and the Partnership USEG shall have any obligation in respect of the obligations of the Purchasers hereunder and that, notwithstanding that one or more of such Persons USEG and the Holders may be a corporation, partnership or limited liability company, no rights of recovery and no recourse under this Agreement or under any documents, agreements documents or instruments delivered in connection herewith or therewith or in respect of any oral representation made or alleged to made in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, assignee, incorporator, controlling Person, fiduciary, representative, member, stockholder or Affiliate of any of such Persons USEG, the Selling Holders or their respective successors or permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate thereof of any of the foregoing, whether by the enforcement of any assessment or against by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, assigneemember, incorporatorstockholder or Affiliate of any of USEG, controlling Personthe Selling Holders or any of their respective assignees, fiduciaryor any former, representative current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, but in each case not including the Purchasers (eachas such, but excluding for the avoidance of doubt, the Purchasers, a “No Recourse Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against a No Recourse Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any No Recourse Affiliate for any obligations of such Persons USEG, the Selling Holders or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith or for any claim (whether in tort, contract or otherwise) based on, in respect of or by reason of such obligation or its creation, except, except in each case, case for any successor, permitted transferee or assignee of any Purchaser or a Selling Holder hereunder.

Obligations Limited to Parties to Agreement. Notwithstanding anything that may be expressed or implied in this Agreement or any other document, agreement or instrument delivered in connection herewith, each Each of the parties hereto covenants, agrees and acknowledges that, other than as set forth herein, no Person other than the Purchasers, the Holders, their respective permitted assignees and the Partnership shall have any obligation in respect of the obligations of the Purchasers hereunder and that, notwithstanding that one or more of such Persons may be a corporation, partnership or limited liability company, no rights of recovery and no recourse under this Agreement or under any documents, agreements documents or instruments delivered in connection herewith or therewith or in respect of any oral representation made or alleged to made in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, assignee, incorporator, controlling Person, fiduciary, representative, member, stockholder or Affiliate of any of such Persons or their respective successors or permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate thereof or against any former, current or future director, officer, employee, agent, general or limited partner, manager, assignee, incorporator, controlling Person, fiduciary, representative or Affiliate of any of the foregoing, but in each case not including the Purchasers (each, but excluding for the avoidance of doubt, the Purchasers, a “No Recourse Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against a No Recourse Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law or otherwiselaw, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any No Recourse former, current or future director, officer, employee, agent, general or limited partner, 011958-1172-15614-Active.21674870.15 manager, member, stockholder or Affiliate of any of such Persons or any of their respective assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or therewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith or for any claim (whether in tort, contract or otherwise) based on, in respect of or by reason of such obligation or its creation, except, in each case, for any successor, permitted transferee or assignee of any Purchaser or a Selling Holder hereunder.