Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, 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; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Appears in 6 contracts
Samples: Rollover and Contribution Agreement (Sokol David L), Rollover and Contribution Agreement (Sokol David L), Rollover and Contribution Agreement (Sokol David L)
Non-Recourse. Notwithstanding anything to the contrary All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or any document the other Transaction Documents or instrument delivered contemporaneously herewithotherwise to the contrary, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, each party covenants, agrees and acknowledges acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) Agreement or any documents or instruments delivered in connection herewith or therewith other Transaction Document shall be had againstagainst (i) any past, any former, current present or future directordirect or indirect equity holder, officer, agentcontrolling person, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partnermember, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholderstockholder, manager incorporator, representative or member assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, unless such Person is also a “Holder Affiliate”party), whether by or through attempted piercing and none of the corporate veilforegoing shall have any liability hereunder or thereunder (in each case, by or through a claim by or on behalf of Holder against the Holder Affiliateswhether in tort, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, contract or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms it being expressly agreed and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, for any obligations of Holder under this Agreement or the transactions contemplated herebyarising out of, under any documents or instruments delivered in connection herewith, with or for related in any claim based on, manner to the items in respect of, or by reason of, such obligations or their creationthe immediately preceding clauses (a) through (d).
Appears in 6 contracts
Samples: Purchase Agreement (Genco Shipping & Trading LTD), Purchase Agreement (Genco Shipping & Trading LTD), Purchase Agreement (Genco Shipping & Trading LTD)
Non-Recourse. Notwithstanding anything Anything contained herein, in the Note or in any other Loan Document to the contrary that may notwithstanding, no recourse shall be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding had for the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance payment of the benefits of this Agreementprincipal or interest on the Loan or for any other Indebtedness, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse or liability hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, 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; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, Loan Document or for any claim based on, hereon or thereon or otherwise in respect ofhereof or thereof against (i) any partner, agent, contractor, director, officer, member, consultant, manager, stockholder, subscriber to capital stock, incorporator, beneficiary, participant, trustee or advisor of Borrower, any partner or member in Borrower, or by reason ofany partner or member therein; (ii) any legal representative, such obligations heir, estate, successor or their creation.assign of any thereof; (iii) any corporation (or any officer, director, employee or shareholder thereof), limited liability company (or member thereof), partnership (or any partner thereof), individual or entity to which any ownership interest in Borrower shall have been directly or indirectly transferred; (iv) any purchaser of any asset of Borrower; or (v) any other Person (except Borrower), for any deficiency or other sum owing with respect to the Note or any other Indebtedness, obligation or liability or arising under this Agreement or any Loan Document. It is understood that neither the Note nor any other Indebtedness, obligation or liability under or with respect to this Agreement and any other Loan Document may be enforced against any Person described in clauses (i) through (v) above; provided, however, that the foregoing provisions of this paragraph shall not:
Appears in 5 contracts
Samples: Loan Agreement (Thomas Properties Group Inc), Loan Agreement (Thomas Properties Group Inc), Loan Agreement (Thomas Properties Group Inc)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that Holder or any certain of its successors or permitted assignees the parties hereto may be a partnershippartnerships, limited liability company companies, corporations or similar domestic or foreign entityother entities, Parent by its acceptance of the benefits of this Agreement, each Holder covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have recourse or any obligation hereunder and claims or causes of action (whether in contract, tort or otherwise) under or that it has no rights may be based upon, arise out of recovery against, and no recourse hereunder or under relate to this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) Agreement or any documents or instruments delivered by any Person pursuant hereto or the negotiation, execution or performance hereof or thereof (including any representation or warranty made in or in connection herewith with, or therewith as an inducement to enter into this Agreement or such documents and instruments), shall be had againstagainst any of the Company’s, TopCo Parent’s, the Apollo Funds’, AP VIII Prime Security’s, the Xxxx Equityholder’s or any Holder’s or any of the foregoing’s respective Affiliates’ former, current or future directordirect or indirect equity holders, officercontrolling Persons, agentstockholders, Affiliatedirectors, manager or employee of Holder (or any of its successors or assignees)officers, against any formeremployees, current or future general or limited partneragents, managerAffiliates, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formermembers, current or future directorfinancing sources, officer, agent, employee, Affiliate, related party, assigneemanagers, general or limited partnerpartners or assignees, equityholderconsultants, manager attorneys, advisors, portfolio companies in which any such party or member of any of their investment fund Affiliates have made a debt or equity investment (and vice versa) or any other representative of the foregoing Apollo Funds (including any Person negotiating or executing this Agreement on behalf of a party hereto) (each, other than Hxxxxx and its successors and permitted assignees, a “Holder AffiliateRelated Party” and collectively, the “Related Parties”), in each case other than (subject, for the avoidance of doubt, to the provisions of this Agreement, the Certificate of Incorporation and the Bylaws) the Company, TopCo Parent, the Holders or any of their respective assignees under this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, 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; provided that (it being expressly agreed and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the Related Parties, as such, for any obligations obligation or liability of the Company, TopCo Parent, the Apollo Funds, AP VIII Prime Security, the Xxxx Equityholder or any Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or by any Person pursuant hereto for any claim based on, in respect of, of or by reason of, of such obligations or liabilities or their creation; provided, however, that nothing in this Section 15.20 shall relieve or otherwise limit the liability of the Company or any Holder, as such, for any breach or violation of its obligations under such agreements, documents or instruments.
Appears in 4 contracts
Samples: Management Investor Rights Agreement (ADT Inc.), Management Investor Rights Agreement (ADT, Inc.), Management Investor Rights Agreement (ADT, Inc.)
Non-Recourse. Notwithstanding anything to the contrary All Legal Proceedings (whether in Contract or in tort, in law or in equity) that may be expressed based upon, arise out of or implied in relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any document representation or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder warranty made in or any of its successors in connection with this Agreement or permitted assignees as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of named party to this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have including any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agentemployee, incorporator, member, partner, stockholder, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general attorney or limited partner, equityholder, manager or member Representative of any of the foregoing named party to this Agreement that is not itself a named party to this Agreement (each, other than Hxxxxx and its successors and permitted assignees, a “Holder AffiliateNon-Party Affiliates”), shall have any liability (whether by in Contract or through attempted piercing of the corporate veilin tort, by in law or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or by virtue based upon any theory that seeks to impose liability of any statute, regulation an entity party against its owners or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (AAffiliates) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, this Agreement for any obligations of Holder under or liabilities arising under, in connection with or related to this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, such obligations or their creationSection 9(j).
Appears in 4 contracts
Samples: Support Agreement (Engine Capital, L.P.), Support Agreement (Hill International, Inc.), Tender and Support Agreement (Engine Capital, L.P.)
Non-Recourse. Notwithstanding anything herein to the contrary that may be expressed or implied in contrary, this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may only be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery enforced against, and no recourse hereunder any Proceeding (whether in Contract or under this Agreementin tort, the Merger Agreementin Law or in equity or otherwise, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) based upon, arising out of, or related to or by reason of (i) this Agreement or any other Transaction Document or the Transactions, (ii) the negotiation, execution or performance this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (iii) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein or (iv) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein to be consummated may only be brought against, the Persons that are expressly named as parties hereto or thereto, as applicable (together with any assignee of a party hereto pursuant to Section 9.3 (Assignment)) and then only with respect to the specific obligations set forth herein with respect to such party. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and the Company Related Parties and Parent Related Parties, as applicable, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against any other person, including any Parent Related Party or Company Related Party, and no other person, including any Parent Related Party or Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by attempted piercing of the corporate, limited partnership or on behalf of Holder against the Holder Affiliateslimited liability company veil or any other theory or doctrine, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, including alter ego or otherwise; provided that (and notwithstanding anything ) for any claims, causes of action, obligations or Liabilities arising under, out of, in connection with or related to the contrary provided herein or items in any document or instrument delivered contemporaneously herewiththe immediately preceding clauses (i) through (iv), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms it being expressly agreed and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no liability Liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (i) through (iv), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (subject in all respects to the limitations set forth in this Agreement) (x) against any person that is party to and solely pursuant to the terms and conditions of, the Confidentiality Agreement, or (y) against Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary herein or otherwise, no Parent Related Party or Company Related Party shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder, or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Patriot Transportation Holding, Inc.), Agreement and Plan of Merger (Patriot Transportation Holding, Inc.), Agreement and Plan of Merger (Usa Truck Inc)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, each party hereto covenants, acknowledges and agrees and acknowledges that no person Person other than Holder and its successors and permitted assignees the parties hereto shall have any obligation hereunder and that it has no rights (a) notwithstanding that any of recovery againstthe parties hereto may be a partnership or limited liability company, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had againstagainst any former, current or future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity interests or securities of any of the parties hereto (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, agent, Affiliatefinancing source, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder management company, member, stockholder, securityholder, Affiliate, controlling Person or member representative or assignee of Holder (or any of its successors the foregoing, or assignees) or any Affiliate or related party thereof or against any former, current or future directorheir, officerexecutor, agentadministrator, employeetrustee, Affiliate, related party, assignee, general successor or limited partner, equityholder, manager or member assign of any of the foregoing other than the parties hereto or their respective successors or assignees under the this Agreement (eachany such Person or entity, other than Hxxxxx and its the parties hereto or their respective successors and permitted assigneesor assignees under this Agreement, a “Holder AffiliateRelated Party”), whether by ) or through attempted piercing any Related Party of the corporate veil, by or through a claim by or on behalf Related Parties of Holder against the Holder Affiliates, parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable law, or otherwiseLaw; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (Bb) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no personal liability whatsoever shall will attach to, be imposed on, on or otherwise be incurred by any Holder Affiliate, as such, for Related Party of any obligations party hereto or any Related Party of Holder such party’s Related Parties under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, herewith or for any claim based on, in respect of, or by reason of, of such obligations hereunder or by their creation.
Appears in 3 contracts
Samples: Shareholders Agreement (Apollo Management Holdings GP, LLC), Voting Agreement (Apollo Global Management, Inc.), Voting Agreement (Athene Holding LTD)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, each party hereto covenants, acknowledges and agrees and acknowledges that no person Person other than Holder and its successors and permitted assignees the parties hereto shall have any obligation hereunder and that it has no rights (a) notwithstanding that any of recovery againstthe parties hereto may be a partnership or limited liability company, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had againstagainst any former, current or future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity interests or securities of any of the parties hereto (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, agent, Affiliatefinancing source, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder management company, member, stockholder, securityholder, Affiliate, controlling Person or member representative or assignee of Holder (or any of its successors the foregoing, or assignees) or any Affiliate or related party thereof or against any former, current or future directorheir, officerexecutor, agentadministrator, employeetrustee, Affiliate, related party, assignee, general successor or limited partner, equityholder, manager or member assign of any of the foregoing other than the parties hereto or their respective successors or assignees under the this Agreement (eachany such Person or entity, other than Hxxxxx and its the parties hereto or their respective successors and permitted assigneesor assignees under this Agreement, a “Holder AffiliateRelated Party”), whether by ) or through attempted piercing any Related Party of the corporate veil, by or through a claim by or on behalf Related Parties of Holder against the Holder Affiliates, parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable law, or otherwiseLaw; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (Bb) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no personal liability whatsoever shall will attach to, be imposed on, on or otherwise be incurred by any Holder Affiliate, as such, for Related Party of any obligations party hereto or any Related Party of Holder such party’s Related Parties under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, herewith or for any claim based on, in respect of, or by reason of, of such obligations hereunder or by their creation. [Signature pages follow.]
Appears in 3 contracts
Samples: Shareholders Agreement (Athene Holding LTD), Transaction Agreement (Apollo Global Management, Inc.), Transaction Agreement (Athene Holding LTD)
Non-Recourse. Notwithstanding anything to the contrary This Agreement may only be enforced against, and any Legal Proceeding that may be expressed based upon, in respect of, arise under, out of or implied by reason of, be connected with or relate in any manner to this Agreement Agreement, or any document the negotiation, execution, performance or instrument delivered contemporaneously herewithbreach, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenantsincluding, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall any representation or warranty made or alleged to have any obligation hereunder and that it has no rights of recovery againstbeen made in, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith with or therewith shall as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be had againstmade or asserted against (and are expressly limited to) the Persons that are expressly identified as parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such, against Guarantor as provided in the Guarantee and against Sponsor as provided in the Equity Commitment Letter. No Person who is not a party hereto (including, (a) any former, current or future direct or indirect equity holder, controlling Person, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, manager assignee, attorney or employee representative of, and any financial advisor or lender to (all above-described Persons in this sub-clause (a), collectively, “Affiliated Persons”) a party hereto or any Affiliate of Holder such party, and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto, the Guarantor and the Sponsor (the Persons in sub-clauses (a) and (b), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto, and the Guarantor, the Sponsor and any Acquiring Person (as defined in the Guarantee), “Non-Parties”)) will have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory under this Agreement. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event will any party hereto, any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (Affiliates or any of its successors or assignees) or any Affiliate or related party thereof or against any formerPerson claiming by, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder any of them institute any Legal Proceeding under any Recourse Theory against the Holder Affiliates, 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; provided that (and notwithstanding Non-Party. Notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith)this Section 9.12, (A) nothing herein shall be deemed to limit the rights of each any liabilities or other obligations of the other parties to the JBA (other than Holder) against Holder Guarantor or any Acquiring Person under the JBA pursuant to Guarantee, Sponsor as provided in the terms and conditions of Equity Commitment Letter or any Seller (as such term is defined in the JBA, and (BFounders Agreement) nothing herein shall limit under the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationFounders Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Fortress Investment Group LLC)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Affiliates, that it has no rights all Actions, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingreason of, be connected with, or by virtue relate in any manner to: (a) this Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby, (b) the negotiation, execution or performance of this Agreement or any statuteother agreement referenced herein (including any representation or warranty made in, regulation or other applicable lawin connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein as an inducement to, this Agreement or in any document or instrument delivered contemporaneously herewithsuch other agreement), (Ac) nothing any breach or violation of this Agreement or any other agreement referenced herein, and (d) any failure of the transactions contemplated hereby or under any other agreement referenced herein shall limit to be consummated, in each case, may be made only against (and are those solely of) the rights of each Persons that are expressly identified as parties to this Agreement or, in the case of the other agreements referenced herein, the persons that are expressly named as parties to the JBA (other than Holder) against Holder under the JBA pursuant thereof, and, in accordance with, and subject to the terms and conditions of, this Agreement or such other agreement referenced herein, as applicable. In furtherance and not in limitation of the JBAforegoing, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates, that no recourse under this Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby shall be sought or had against any other Person, and no other Person shall have any liabilities or obligations (B) nothing herein shall limit the rights of each whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other parties theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the JBA items in clauses (other than Holdera) through (d) of the immediately preceding sentence, it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in clauses (a) through (d) of the immediately preceding sentence. Notwithstanding anything to the contrary herein or otherwise, except as contemplated in the proviso of the first sentence of this Section 11.14, with respect to each party hereto, no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, lender or Representative or Affiliate of such named party (the “Related Parties”) shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of Holder under this Agreement Agreement, any other agreement referenced herein or the transactions contemplated hereby, under any documents hereby or instruments delivered in connection herewiththereby, or for the valid termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.
Appears in 2 contracts
Samples: Investor Rights Agreement (ADT Inc.), Securities Purchase Agreement (ADT Inc.)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Affiliates, that it has no rights all actions, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder at Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue relate in any manner to (a) this Agreement and the Voting Agreement (together, the “Transaction Documents”) or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement, any statuteother Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, regulation or other applicable lawin connection with, or otherwiseas an inducement to, this Agreement, any other Transaction Document or such other agreement); provided that (c) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein; and (d) any failure of the Merger or any other transaction contemplated by any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and notwithstanding anything to are those solely of) the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other Persons that are expressly identified as parties to this Agreement or the JBA (applicable other than Holder) against Holder under the JBA pursuant Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement or the JBAapplicable other Transaction Document, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates, that no recourse under this Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against any other Person, shall have any liabilities or obligations (B) nothing herein shall limit the rights of each whether in Contract or in tort, at Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other parties theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the JBA items in the immediately preceding clauses (other than Holdera) through (d), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d). Notwithstanding anything to the contrary herein or otherwise, no Lender Related Party shall have any liability or obligation in connection with or related in any manner to the aforementioned to any Person that is not a party to the Financing or the Commitment Letter. Notwithstanding anything to the contrary herein or otherwise, none of the Company, its Affiliates or its or their respective Representatives shall be responsible or liable for (i) any obligations multiple, consequential, indirect, special, statutory or exemplary damages, in each case to the extent not recoverable under applicable common Law or (ii) punitive damages, in each case which may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creation.of the foregoing. 104
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wesco International Inc), Agreement and Plan of Merger (Wesco International Inc)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, The Corporation covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees the parties hereto shall have any obligation hereunder or in connection with the transactions contemplated hereby and that, notwithstanding that it the Investor or any of its permitted assigns may be a partnership or limited liability company or other entity, the Corporation has no rights of recovery against, against and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or therewith shall be had againstagainst any of the former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates, assignees or representatives of the Investor or any former, current or future director, officer, employee, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formermember, current or future director, officer, agent, employeestockholder, Affiliate, related party, assignee, general assignee or limited partner, equityholder, manager or member representative of any of the foregoing (eachbut not including the Investor, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”an Investor Related Party), whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, 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; provided that (it being agreed and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliate, as such, Investor Related Party for any obligations of Holder the Investor or any of its successors or assigns under this Agreement, under the Acquisition Agreement or the transactions contemplated hereby, under any documents or instruments instrument delivered in connection herewithherewith or therewith, in respect of any transaction contemplated hereby or thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort or contract) based on, in respect of, or by reason of, of such obligations or their creation.
Appears in 2 contracts
Samples: Subscription Agreement (Cae Inc), Subscription Agreement (Cae Inc)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Affiliates, that it has no rights all Actions, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingreason of, be connected with, or by virtue relate in any manner to: (a) this Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby, (b) the negotiation, execution or performance of this Agreement or any statuteother agreement referenced herein (including any representation or warranty made in, regulation or other applicable lawin connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein as an inducement to, this Agreement or in any document or instrument delivered contemporaneously herewithsuch other agreement), (Ac) nothing any breach or violation of this Agreement or any other agreement referenced herein, and (d) any failure of the transactions contemplated hereby or under any other agreement referenced herein shall limit to be consummated, in each case, may be made only against (and are those solely of) the rights of each Persons that are expressly identified as parties to this Agreement or, in the case of the other agreements referenced herein, the persons that are expressly named as parties to the JBA (other than Holder) against Holder under the JBA pursuant thereof, and, in accordance with, and subject to the terms and conditions of, this Agreement or such other agreement referenced herein, as applicable. In furtherance and not in limitation of the JBAforegoing, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates, that no recourse under this Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby shall be sought or had against any other Person, and no other Person shall have any liabilities or obligations (B) nothing herein shall limit the rights of each whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other parties theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the JBA items in clauses (other than Holdera) through (d) of the immediately preceding sentence, it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in clauses (a) through (d) of the immediately preceding sentence. Notwithstanding anything to the contrary herein or otherwise, except as contemplated in the proviso of the first sentence of this Section 7.14, with respect to each party hereto, no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, lender or Representative or Affiliate of such named party (the “Related Parties”) shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of Holder under this Agreement Agreement, any other agreement referenced herein or the transactions contemplated hereby, under any documents hereby or instruments delivered in connection herewiththereby, or for the valid termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.
Appears in 2 contracts
Samples: Investor Rights Agreement (ADT Inc.), Securities Purchase Agreement (ADT Inc.)
Non-Recourse. Notwithstanding anything to Each Party agrees, on behalf of itself and its Affiliates (and, in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance case of the benefits of this AgreementCompany, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assigneesRelated Parties), against any formerthat all Actions, current claims, obligations, liabilities or future general causes of action (whether in Contract or limited partnerin tort, managerin Law or in equity or otherwise, equityholder or member of Holder (granted by statute or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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 of or, by reason of, be connected with, or relate in any manner to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement and in accordance with, and subject to, the terms and conditions hereof. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other agreement referenced herein or therein or otherwise to the contrary, each Party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and Related Parties, that no recourse under this Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other Person, including any Financing Source Related Party, and no other Person, including any Financing Source Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law, in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by attempted piercing of the corporate, limited partnership or on behalf of Holder against the Holder Affiliateslimited liability company veil or any other theory or doctrine, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, including alter ego or otherwise; provided that (and notwithstanding anything ) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewith), the immediately preceding clauses (A) nothing herein shall limit through (D), in each case, except for claims that (1) the rights of each of the other parties Company or BidCo, as applicable, may assert (subject, with respect to the JBA following clauses (other than Holderii) and (iii), in all respects to the limitations set forth in Section 8.2, Section 9.12 and this Section 9.17): (i) against Holder under any Person that is party to, and solely pursuant to the JBA terms and conditions of, the Confidentiality Agreements, or (ii) against the Company, BidCo, or Company Sub (solely with respect to its obligations hereunder), as applicable, solely in accordance with, and pursuant to the terms and conditions of, this Agreement and (2) BidCo and its Affiliates may assert against the financing sources pursuant to the terms and conditions of the JBACommitment Letter, it being expressly agreed and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D). Notwithstanding anything to the contrary herein or otherwise, no BidCo Related Party shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive or consequential damages which may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.
Appears in 2 contracts
Samples: Acquisition Agreement (NCR Corp), Acquisition Agreement (Cardtronics PLC)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied Except as expressly set forth in this Agreement or any document documents contemplated hereby, all claims, obligations, Liabilities or instrument delivered contemporaneously herewithActions (whether in contract or in tort, and notwithstanding the fact in Law or in equity, or granted by statute) that Holder or any of its successors or permitted assignees may be a partnershipbased upon, limited liability company in respect of, arise under, out or similar domestic by reason of, be connected with, or foreign entity, Parent by its acceptance of the benefits of relate in any manner to this Agreement, covenantsor the negotiation, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have execution or performance of this Agreement (including any obligation hereunder and that it has no rights of recovery againstrepresentation or warranty made in, and no recourse hereunder in connection with, or under 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 Merger AgreementPersons that are expressly identified as Parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, the JBAincluding any past, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder equityholder, Affiliate, agent, attorney, representative or member of Holder (assignee of, and any financial advisor or lender to, any Contracting Party, or any of its successors or assignees) or any Affiliate or related party thereof or against any formerpast, current present or future director, officer, agentemployee, employeeincorporator, member, partner, manager, equityholder, Affiliate, related partyagent, assigneeattorney, general representative or limited partnerassignee of, equityholderand any financial advisor or lender to, manager or member of any of the foregoing (eachcollectively, other than Hxxxxx and its successors and permitted assignees, a the “Holder AffiliateNonparty Affiliates”), will have any Liability (whether by in contract or through attempted piercing of the corporate veilin tort, by in Law or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or granted by virtue of statute) for any statuteclaims, regulation or other applicable lawActions, obligations, or otherwise; provided that (and notwithstanding anything to the contrary provided herein Liabilities arising under, out of, in connection with, or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents hereby or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason ofof this Agreement or its negotiation, execution, performance or breach of this Agreement and the transactions contemplated hereby, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, 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 Confidentiality Agreement, each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or their creation.any representation or warranty made in, in connection with, or as an inducement to this Agreement. 157
Appears in 2 contracts
Samples: Security and Asset Purchase Agreement (Willis Towers Watson PLC), Security and Asset Purchase Agreement (Arthur J. Gallagher & Co.)
Non-Recourse. Notwithstanding anything to All Actions, proceedings, obligations, Losses or causes of action (whether in contract, in tort, in Law or in equity, or granted by statute whether by or through attempted piercing of the contrary corporate, limited partnership or limited liability company veil) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in any manner to (i) this Agreement or the other Transaction Documents, (ii) the negotiation, execution or performance of this Agreement or the other Transaction Documents (including any document representation or instrument delivered contemporaneously herewithwarranty made in connection with, or as inducement to, this Agreement), (iii) any breach or violation of this Agreement or the other Transaction Documents and (iv) any failure of the transactions contemplated by this Agreement or the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto. In furtherance and not in limitation of the foregoing, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits other provision of this AgreementAgreement to the contrary, each party hereto covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) any related document or any documents or instruments delivered in connection herewith with this Agreement or therewith any related document shall be had againstagainst any past, any former, current present or future directordirect or indirect equity holder, officer, agentcontrolling person, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partnermember, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholderstockholder, manager incorporator, Representative, or member assignee of any party to this Agreement, nor any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, Representative or assignee of any of the foregoing foregoing, shall have any liability (eachwhether in contract, other than Hxxxxx and its successors and permitted assigneestort, a “Holder Affiliate”)equity, Law or granted by statute whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, limited liability company veil or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms it being expressly agreed and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no liability personal Liability or Losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, for any obligations of Holder under this Agreement or the transactions contemplated herebyarising out of, under any documents or instruments delivered in connection herewith, with or for related in any claim based on, manner to the items in respect of, or by reason of, such obligations or their creationthe immediately preceding clauses (i) through (iv).
Appears in 2 contracts
Samples: Investment Agreement, Investment Agreement (Groupon, Inc.)
Non-Recourse. Notwithstanding anything to Except as set forth in the contrary that Confidentiality Agreement, (i) this Agreement may be expressed enforced only against, and any claim, suit, litigation or implied in other proceeding based upon, arising out of, or related to this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees transactions contemplated hereby may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery brought only against, the entities that are expressly named as parties and then only with respect to the specific obligations set forth herein with respect to such party and (ii) with respect to each party, no recourse hereunder or under this Agreementpast, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officershareholder, agent, employeeattorney, Affiliateadvisor, related partyor representative or (except for other named parties, assignee, general or limited partner, equityholder, manager or member and then only in such capacity) affiliate of any named party to this Agreement, shall have any liability (whether in contract or tort, at law or in equity or otherwise, 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 foregoing (eachrepresentations, warranties, covenants, agreements or other than Hxxxxx and its successors and permitted assigneesobligations or liabilities of such named party or for any claim based on, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingarising out of, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything related to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or . The provisions of this Section 11.20 are intended to be for any claim based on, in respect the benefit of, and enforceable by the directors, officers, employees, incorporators, members, partners, stockholders, agents, attorneys, advisors, and other representatives and (except for other named parties, and then only in such capacity) affiliates of the parties, and each such person shall be a third-party beneficiary of this Section 11.20. Notwithstanding anything to the contrary contained herein, the Osmotica Shareholders and the Osmotica Companies each agrees on behalf of itself and its affiliates that none of the Debt Financing Sources shall have any liability or by reason ofobligation to the Osmotica Shareholders or the Osmotica Companies or any of their respective affiliates relating to this Agreement or any of the transactions contemplated herein (including the Financing, such provided that in the event that the Financing is consummated, this Section 11.20 will not relieve any Debt Financing Sources from their obligations or their creation.liabilities under the applicable Financing documents). This Section 11.20 is intended to benefit and may be enforced by the Debt Financing Sources and shall be binding on all successors and assigns of the Osmotica Shareholders and the Osmotica Companies. 112
Appears in 2 contracts
Samples: Business Combination Agreement (Osmotica Pharmaceuticals PLC), Business Combination Agreement (Osmotica Pharmaceuticals LTD)
Non-Recourse. Notwithstanding anything to the contrary (a) This Agreement may only be enforced against, and any Legal Dispute that may be expressed based upon, in respect of, arise under, out of or implied by reason of, be connected with, or relate in any manner to this Agreement Agreement, or any document the negotiation, execution, performance or instrument delivered contemporaneously herewithbreach (whether willful, and notwithstanding the fact that Holder intentional, unintentional or any of its successors or permitted assignees may be a partnershipotherwise), limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenantsincluding any representation or warranty made or alleged to have been made in, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith with, or therewith shall as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be had against, made or asserted against (and are expressly limited to) the Persons that are expressly identified as the parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such. No Person who is not a party hereto (including (i) any former, current or future direct or indirect equity holder, controlling Person, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, manager attorney or employee representative of, and any financial advisor, financing sources” or lender to (all above-described Persons in this sub clause (i), collectively, “Affiliated Persons”) a party hereto or any Affiliate of Holder such party), and (ii) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto (the Persons in subclauses (i) and (ii), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto, “Non-Parties”)) shall have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event shall any party hereto, any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (Affiliates or any of its successors or assignees) or any Affiliate or related party thereof or against any formerPerson claiming by, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder any of them institute any Legal Dispute under any Recourse Theory against the Holder Affiliates, 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; provided that (and notwithstanding Non-Party. Notwithstanding anything to the contrary provided herein or in herein, this Section 10.3 shall not limit any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of Buyer or its Affiliates against the other parties to the JBA (other than Holder) against Holder under the JBA specific Non-Parties pursuant to (and which are party to) the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Support Agreements or Option Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationAcknowledgments.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Charles River Laboratories International Inc)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach Party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors Affiliates and permitted assignees shall have any obligation hereunder and Representatives, that it has no rights all proceedings, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate to: (A) this Agreement or any statuteother agreement referenced herein (other than the Support Agreement) or the transactions contemplated hereunder, regulation (B) the negotiation, execution or performance this Agreement or any other applicable lawagreement referenced herein (other than the Support Agreement) (including any representation or warranty made in, in connection with, or otherwise; provided that as an inducement to, this Agreement or such other agreement (and notwithstanding anything to other than the contrary provided herein or in any document or instrument delivered contemporaneously herewithSupport Agreement)), (AC) nothing any breach or violation of this Agreement or any other agreement referenced herein shall limit the rights of each of the other parties to the JBA (other than Holderthe Support Agreement) and (D) any failure of the transactions contemplated hereunder or any other agreement referenced herein (other than the Support Agreement) to be consummated, in each case, may be made only against Holder under (and are those solely of) the JBA pursuant persons that are expressly identified herein as the Parties to this Agreement and, in accordance with, and subject to the terms and conditions of this Agreement. In furtherance and not in limitation of the JBAforegoing, and (B) nothing notwithstanding anything contained in this Agreement or any other agreement referenced herein shall limit the rights of each of the other parties or otherwise to the JBA contrary, each Party covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and Representatives, that no recourse under this Agreement or any other agreement referenced herein (other than Holderthe Support Agreement) or in connection with any transactions contemplated hereby shall be sought or had against any other person and Parent against Holder no other person shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute 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 or liabilities arising under, out of, in connection with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant or related to the terms items in the immediately preceding clauses (A) through (D), it being expressly agreed and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, for any obligations of Holder under this Agreement or the transactions contemplated herebyarising under, under any documents or instruments delivered out of, in connection herewith, with or for any claim based onrelated to the items in the immediately preceding clauses (A) through (D), in respect each case, except for claims that any Party may assert against another Party solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Section 11.11, nothing in this Section 11.11 shall in any way limit Parent’s or by reason of, such obligations or their creationSub’s rights under the Support Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smith & Nephew PLC), Agreement and Plan of Merger (Osiris Therapeutics, Inc.)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx Affiliates and its successors and permitted assigneestheir present or former directors, a “Holder Affiliate”)officers, stockholders, partners, members or employees, that all Actions, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate in any statute, regulation manner to: (A) this Agreement or any other applicable lawTransaction Document, or otherwise; provided that any of the transactions contemplated hereunder or thereunder, (and notwithstanding anything to B) the contrary provided herein negotiation, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any document or instrument delivered contemporaneously herewithof the other Transaction Documents), (AC) nothing herein shall limit the rights any breach or violation of each this Agreement or any other of the other Transaction Documents and (D) any failure of any of the transactions contemplated hereunder or under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the JBA (case of any of the other than Holder) against Holder under the JBA pursuant Transaction Documents, Persons that are expressly identified as parties to such other Transaction Documents and in accordance with, and subject to the terms and conditions of this Agreement or such other Transaction Documents, as applicable. In furtherance and not in limitation of the JBA, foregoing and (B) nothing herein shall limit the rights of each notwithstanding anything contained in this Agreement or any of the other parties Transaction Documents to the JBA (contrary and without limiting the foregoing or any other than Holder) and Parent against Holder (agreement referenced herein or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant therein or otherwise to the terms contrary, each party hereto covenants, agrees and conditions thereof. The parties hereto expressly agree acknowledges on behalf of itself and acknowledge its respective Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any Investor Related Party, and no other Person, including any Investor Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute 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 or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that the Company or the Investor Parties, as applicable, may assert: (i) against any obligations of Holder under Person that is party to and solely pursuant to the terms and conditions of, the Confidentiality Agreement or (ii) against the Investor Parties solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents or otherwise, no party hereto or any Investor Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages or lost profits, opportunity costs, loss of business reputation, diminution in value or damages based upon a multiple of earnings or similar financial measure which may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder, or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.
Appears in 2 contracts
Samples: Investment Agreement (Western Digital Corp), Investment Agreement (Western Digital Corp)
Non-Recourse. Notwithstanding anything Any claim or cause of action based upon, arising out of or related to this Agreement may only be brought against persons that are expressly named as parties hereto, and then only (x) with respect to the contrary specific obligations set forth herein and (y) by the persons that may be expressed are party to or implied are expressly identified as third party beneficiaries under Section 8.9, but solely with respect to the matters set forth therein. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement or any document or instrument delivered contemporaneously herewiththe Transaction Documents to the contrary, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, Company covenants, agrees and acknowledges that (a) no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future directordirect or indirect equity holders, officercontrolling persons, agentshareholders, Affiliatedirectors, manager or employee of Holder (or any of its successors or assignees)officers, against any formeremployees, current or future general or limited partneragents, manageraffiliates, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formermembers, current or future director, officer, agent, employee, Affiliate, related party, assigneemanagers, general or limited partnerpartners or assignees of the Company, equityholderParent or Merger Sub or any of their respective affiliates or Representatives (including any Parent Related Party or Lender Related Party), manager in each case, that is not a party hereto, shall have any liability hereunder or member of obligation for any of the foregoing (eachrepresentations, other than Hxxxxx and its successors and permitted assigneeswarranties, a “Holder Affiliate”)covenants, whether by agreements, obligations or through attempted piercing liabilities of the corporate veilCompany, by Parent or through a claim by or on behalf of Holder against the Holder Affiliates, 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; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder Merger Sub under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim action, suit, arbitration, claim, litigation, investigation or proceeding based on, in respect of, or by reason of, the transactions contemplated hereby (including the breach, termination or failure to consummate such obligations transactions), in each case whether based on contract, tort, strict liability, other Laws or otherwise and whether by piercing the corporate veil, by a claim by or on behalf of a party hereto, and (b) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any related document shall be had against any Parent Related Party and neither the Company nor any of its Subsidiaries or any person acting on its or their creationbehalf shall assert a claim or institute a Claim that is not a Retained Claim (as defined in the Limited Guarantee). For the avoidance of doubt, this Section 8.15 does not limit or affect any rights or remedies that Parent or Merger Sub may have against the parties to the Commitment Letters and does not limit or affect any rights or remedies that the Company may have against (i) the Guarantors under the Limited Guarantee or (ii) the Guarantors under the Equity Commitment Letter. [Remainder of page intentionally left blank; signature pages follow.]
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moneygram International Inc), Agreement and Plan of Merger (Moneygram International Inc)
Non-Recourse. Notwithstanding anything to Each party agrees, on behalf of itself and its Affiliates (and, in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance case of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this AgreementCompany, the Merger AgreementCompany Related Parties, and, in the case of Parent, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assigneesParent Related Parties), against any formerthat all Actions, current claims, obligations, liabilities, or future general causes of action (whether in contract or limited partnerin tort, managerin Law, equityholder or member of Holder (in equity or any of its successors otherwise, or assignees) granted by statute or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership, or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate to: (A) this Agreement, any statute, regulation other Transaction Document or any other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided agreement referenced herein or in any document therein or instrument delivered contemporaneously herewiththe transactions contemplated hereunder or thereunder (including the Financing), (AB) nothing the negotiation, execution or performance this Agreement, any other Transaction Document or any other agreement referenced herein shall limit the rights or therein (including any representation or warranty made in, in connection with, or as an inducement to this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of each this Agreement, any other Transaction Document or any other agreement referenced herein or therein, and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to the JBA (other than Holder) against Holder under the JBA pursuant this Agreement in accordance with, and subject to the terms and conditions of, this Agreement (but subject to the exceptions set forth in the next sentence). Notwithstanding anything contained in this Agreement, any other Transaction Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees, and acknowledges, on behalf of itself and its respective Affiliates (and, in the case of the JBACompany, the Company Related Parties, and, in the case of Parent, the Parent Related 105 Parties), that no recourse under this Agreement, any other Transaction Document, or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other Person, including any Company Related Party, any Parent Related Party, and any Debt Financing Sources Related Party, and no other Person, including any Company Related Party, any Parent Related Party, and any Debt Financing Sources Related Party, shall have any liabilities or obligations (B) nothing herein shall limit the rights of each whether in contract or in tort, in Law, or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, or limited liability company veil or any other parties theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related to the JBA items in the immediately preceding clauses (other than HolderA) through (D), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with, or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent, or Merger Sub, as applicable, may assert (subject with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.02 and this Section 9.13): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (ii) against each Guarantor under, if, as, and when required pursuant to the terms and conditions of, the Guarantee; (iii) against the equity providers for specific performance of their obligation to fund their committed portions of the Equity Financing, solely in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter; or (iv) against the Company, Parent, and Merger Sub, solely in accordance with, and pursuant to the terms and conditions of, this Agreement and (2) Parent and its Affiliates may assert, including by bringing an Action, against the Debt Financing Sources pursuant to the terms and conditions of the Commitment Letters. Notwithstanding anything to the contrary herein or otherwise, no Company Related Party, Parent Related Party, or Debt Financing Sources Related Party shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary, or punitive damages that may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents, or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing. [The remainder of this page is intentionally left blank.] 106
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aspen Insurance Holdings LTD), Agreement and Plan of Merger (Aspen Insurance Holdings LTD)
Non-Recourse. Notwithstanding anything herein to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithcontrary, the Company agrees, on behalf of itself and the Company Related Parties, and notwithstanding the fact that Holder or any each of its successors or permitted assignees may be a partnershipPurchaser and Parent agrees, limited liability company or similar domestic or foreign entity, Parent by its acceptance on behalf of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future directorcurrent, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partnerpartners, managerstockholders, equityholder managers, members, directors, officers, Affiliates or member of Holder agents, that all Proceedings (whether in contract or any of its successors in tort, in law or assignees) in equity or any Affiliate otherwise, or related party thereof granted by statute or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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 of or by reason of, be connected with, or relate in any manner to: (a) this Agreement, any other Transaction Document, the Arrangement or the transactions contemplated hereunder or thereby; (b) the negotiation, execution or performance of any Transaction Document (including any representation or warranty made in connection with, or as an inducement to any Transaction Document); (c) any breach or violation of this Agreement or any other Transaction Document; and (d) any failure of the Arrangement or any other transactions contemplated hereunder or thereunder to be consummated, in each case, may be made only against (and are those solely of), in this case of this Agreement, the Persons that are expressly identified as parties to this Agreement, and in the case of the other Transaction Documents, the applicable parties thereto, and in accordance with, and subject to the terms and conditions of such Transaction Documents. Notwithstanding anything in this Agreement or any of the other Transaction Documents to the contrary the Company agrees, on behalf of itself and the Company Related Parties, and each of Purchaser and Parent agrees, on behalf of itself and its former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents, that no recourse under this Agreement or any of the other Transaction Documents or in connection with the Arrangement or any other transactions contemplated hereunder or under any other Transaction Document will be sought or had against any other Person, including any the former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents of the Company, Parent or Purchaser, and no other Person, including any the former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents of the Company, Parent or Purchaser, will have any personal liabilities or obligations (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by 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 or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever will attach to, be imposed on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or otherwise be incurred by any legal of the aforementioned, as such, arising under, out of, in connection with or equitable proceeding, or by virtue of related in any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewiththe immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Purchaser, as applicable, may assert (A) nothing herein shall limit the rights of each of the other parties subject, with respect to the JBA following clauses (other than Holderii) and (iii), in all respects to the limitations set forth in Section 8.2(f), Section 8.4, Section 9.10 and this Section 9.13): (i) against Holder under the JBA any Person that is party to, and solely pursuant to the terms and conditions of of, the JBAConfidentiality Agreement, (ii) against the Company, Parent or Purchaser, as applicable, solely in accordance with, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach toof, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under (iii) pursuant to any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationVoting Agreement.
Appears in 2 contracts
Samples: Arrangement Agreement (Score Media & Gaming Inc.), Arrangement Agreement (Penn National Gaming Inc)
Non-Recourse. Notwithstanding anything to the contrary All claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute or otherwise) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of manner to this Agreement, covenantsor the negotiation, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have execution, or performance of this Agreement (including any obligation hereunder and that it has no rights of recovery againstrepresentation or warranty made in, and no recourse hereunder in connection with, or under as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Merger AgreementPersons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, the JBAincluding any current, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current former or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder equityholder, Affiliate, agent, attorney, other representative or member of Holder assignee of, and any advisor (including any financial advisor) or lender to, any Contracting Party, or any of its successors or assignees) or any Affiliate or related party thereof or against any formercurrent, current former or future director, officer, agentemployee, employeeincorporator, member, partner, manager, equityholder, Affiliate, related partyagent, assigneeattorney, general other representative or limited partnerassignee of, equityholderand any advisor (including any financial advisor) or lender to, manager or member of any of the foregoing (eachcollectively, other than Hxxxxx and its successors and permitted assignees, a the “Holder AffiliateNonparty Affiliates”), shall have any liability (whether by in contract or through attempted piercing of the corporate veilin tort, by in law or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or granted by virtue statute or otherwise) for any claims, causes of any statuteaction, regulation or other applicable lawobligations, or otherwise; provided that (and notwithstanding anything to the contrary provided herein liabilities arising under, out of, in connection with, or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason ofof this Agreement or its negotiation, execution, performance, or 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, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or their creationcauses 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.
Appears in 2 contracts
Samples: Asset Purchase Agreement (P10, Inc.), Asset Purchase Agreement (P10, Inc.)
Non-Recourse. Notwithstanding anything to Except as contemplated by the contrary Sponsor Guaranty and/or Equity Commitment Letter, 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 expressed based upon, in respect of, arise under, out or implied 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 any document warranty made in, in connection with, or instrument delivered contemporaneously herewithas an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) a party hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except in the case of claims for fraud and except as contemplated by the Sponsor Guaranty and/or Equity Commitment Letter, this Agreement may only be enforced against, and notwithstanding any claim or Suit based upon, arising out of, or related to this Agreement, or the fact that Holder negotiation, execution or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits performance of this Agreement, covenantsmay only be brought against a party hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except in the case of claims for fraud, agrees except as contemplated by the Sponsor Guaranty and/or Equity Commitment Letter and acknowledges that no person other than Holder except to the extent a named party to this Agreement (and its successors and permitted assignees shall have any obligation hereunder and that it has no rights then only to the extent of recovery against, and no recourse hereunder or under the specific obligations undertaken by such named party in this Agreement, the Merger Agreementno Person who is not a party hereto, the JBAincluding any current, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current former or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder management company, stockholder, equityholder, controlling person, Affiliate, agent, attorney, representative or member of Holder (assignee of, and any financial advisor or lender to, any party, including Debt the Financing sources, or any of its successors or assignees) or any Affiliate or related party thereof or against any formercurrent, current former or future director, officer, agentemployee, employeeincorporator, member, partner, manager, management company, stockholder, equityholder, controlling person, Affiliate, related partyagent, assigneeattorney, general representative or limited partnerassignee of, equityholderand any financial advisor or lender to, manager or member of any of the foregoing (eachcollectively, other than Hxxxxx the “Nonparty Affiliates”, provided that “Nonparty Affiliates” shall exclude Buyer and its successors and permitted assigneesSponsor) shall have any liability (whether in contract or in tort, a “Holder Affiliate”), whether by in law or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or granted by virtue statute) for any claims, causes of any statuteaction, regulation or other applicable lawobligations, or otherwise; provided that (and notwithstanding anything to the contrary provided herein liabilities arising under, out of, in connection with, or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach, and, to the maximum extent permitted by applicable laws, except as otherwise provided in the Sponsor Guaranty and/or Equity Commitment Letter, each party hereto 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 laws, except in the case of claims for fraud, and except to the extent otherwise set forth in, and subject to the terms and conditions of, such obligations this Agreement, the Sponsor Guaranty, the Equity Commitment Letter, or the Confidentiality Agreement, (a) each 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 party or otherwise impose liability of a 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 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 this Agreement; provided, however, that nothing in this Section 10.16 will limit Buyer’s ability to rely on those representations and warranties set forth in Article III (or in any certificate or instrument delivered pursuant to this Agreement). Notwithstanding anything to the contrary herein, but subject to clause (ii) of the immediately following sentence of this Section 10.16, none of the parties hereto, nor any of their respective Affiliates, shall have any rights, claims or causes of action against any Debt Financing source or their creation.respective Nonparty Affiliates in connection with the Debt Financing, this Agreement or the transactions contemplated by this Agreement, whether at law or in equity, in contract, in tort or otherwise, and any such claims, rights and causes of action are disclaimed and released in full. Notwithstanding the foregoing, (i) the Nonparty Affiliates, including the Debt Financing Sources, shall be third party beneficiaries of this Section 10.16, each of whom may enforce the provisions of this Section 10.16, and (ii) nothing in this Section 10.16 shall in (x) in any way limit or modify any Debt Financing sources’ (including each Debt Financing source’s Affiliates and its and its Affiliates’ respective officers, directors, employees, agents and representatives) obligations to Buyer or its Affiliates under the Debt Commitment Letter or (y) impair any rights, claims or causes of action of the Buyer and its Affiliates in respect of the Debt Commitment Letter. Notwithstanding the foregoing, this Section 10.16 shall be subject to the last sentence of Section 6.2. {Signature pages follow}
Appears in 2 contracts
Samples: Equity Purchase Agreement (Bankrate, Inc.), Equity Purchase Agreement (Bankrate, Inc.)
Non-Recourse. Notwithstanding anything to the contrary (a) Anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithnotwithstanding, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance each of the benefits of this Agreement, parties hereto covenants, acknowledges and agrees and acknowledges that no person other than Holder and its successors and permitted assignees the parties to this Agreement shall have any liability or obligation hereunder and that, (i) the fact that it has no rights any Affiliate of recovery againstany of the parties to this Agreement may be a partnership or limited liability company notwithstanding, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general direct or limited indirect director, officer, employee, agent, partner, manager, equityholder member, securityholder, Affiliate, stockholder, controlling Person, assignee or member representative of Holder the parties hereto under this Agreement or under the Merger Agreement (any such person or any of its successors entity, other than the parties to this Agreement, or assigneestheir assignees under this Agreement or the Merger Agreement, a “Related Party”) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member Related Party of any of such parties’ Related Parties (including, without limitation, in respect of any liabilities or obligations arising under, or in connection with, any claim, including, without limitation, any claim of breach of a party’s obligations under the foregoing (each, other than Hxxxxx Merger Agreement and its successors the transactions contemplated thereby or under this Agreement and permitted assignees, a “Holder Affiliate”), the transactions contemplated hereby) whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBALaw, and (Bii) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no personal liability whatsoever shall will attach to, be imposed on, on or otherwise be incurred by any Holder Affiliate, as such, for Related Party of any obligations of Holder the parties to this Agreement or any Related Party of any of such parties’ Related Parties under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason ofof the transactions contemplated hereby or contemplated by the Merger Agreement, or by the creation of such obligations transactions. Nothing in this Agreement, express or their creationimplied, is intended to or shall confer upon any person, other than the parties to this Agreement, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Reliance Steel & Aluminum Co), Voting Agreement (Metals Usa Holdings Corp.)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and controlled affiliates, that it has no rights all proceedings, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate to: (A) this Agreement or any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided agreement referenced herein or the transactions contemplated hereunder (including any financing obtained in any document or instrument delivered contemporaneously herewithconnection with the transactions contemplated by this Agreement), (AB) nothing the negotiation, execution or performance this Agreement or any other agreement referenced herein shall limit the rights (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (C) any breach or violation of each this Agreement or any other agreement referenced herein and (D) any failure of the transactions contemplated hereunder or any other agreement referenced herein (including any agreement in respect of financing obtained in connection with the transactions contemplated by this Agreement) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified herein as parties to the JBA (other than Holder) against Holder under the JBA pursuant this Agreement and, in accordance with, and subject to the terms and conditions of this Agreement. In furtherance and not in limitation of the JBAforegoing, and notwithstanding anything contained in this Agreement or any other agreement referenced herein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective controlled affiliates, that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated hereby (Bincluding any financing obtained in connection with the transactions contemplated by this Agreement) nothing herein shall limit the rights of each be sought or had against any other person and no other person shall have any liabilities or obligations (whether in Contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other parties theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the JBA items in the immediately preceding clauses (other than HolderA) through (D), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, for any obligations of Holder under this Agreement or the transactions contemplated herebyarising under, under any documents or instruments delivered out of, in connection herewith, with or for any claim based onrelated to the items in the immediately preceding clauses (A) through (D), in respect each case, except for claims that any party hereto may assert against another party hereto solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding the foregoing, Parent shall be entitled to bring claims and causes of action against (i) the Lenders related to or by reason ofarising from the Commitment Letter and the Financing or (ii) the Key Stockholder related to or arising from the Voting Agreement, such and, in each case, Parent does not waive any liabilities, claims, causes of action or obligations or their creation.with respect thereto. [Signature page follows]
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Taylor Morrison Home Corp), Agreement and Plan of Merger (AV Homes, Inc.)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, each party hereto covenants, acknowledges and agrees and acknowledges that no person Person other than Holder and its successors and permitted assignees the parties hereto shall have any obligation hereunder and that it has no rights (a) notwithstanding that any of recovery againstthe parties hereto may be a partnership or limited liability company, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had againstagainst any former, current or future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity interests or securities of any of the parties hereto (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, agent, Affiliatefinancing source, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder management company, member, stockholder, securityholder, Affiliate, controlling Person or member representative or assignee of Holder (or any of its successors the foregoing, or assignees) or any Affiliate or related party thereof or against any former, current or future directorheir, officerexecutor, agentadministrator, employeetrustee, Affiliate, related party, assignee, general successor or limited partner, equityholder, manager or member assign of any of the foregoing other than the parties hereto or their respective successors or assignees under this Agreement (eachany such Person or entity, other than Hxxxxx and its the parties hereto or their respective successors and permitted assigneesor assignees under this Agreement, a “Holder AffiliateRelated Party”), whether by ) or through attempted piercing any Related Party of the corporate veil, by or through a claim by or on behalf Related Parties of Holder against the Holder Affiliates, parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable law, or otherwiseLaw; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (Bb) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no personal liability whatsoever shall will attach to, be imposed on, on or otherwise be incurred by any Holder Affiliate, as such, for Related Party of any obligations party hereto or any Related Party of Holder such party’s Related Parties under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, herewith or for any claim based on, in respect of, or by reason of, of such obligations hereunder or by their creation.
Appears in 2 contracts
Samples: Transaction Agreement (Apollo Global Management, Inc.), Transaction Agreement (Athene Holding LTD)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach Party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors Affiliates and permitted assignees shall have any obligation hereunder and Representatives, that it has no rights all proceedings, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate to: (A) this Agreement or any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided agreement referenced herein or the transactions contemplated hereunder (including any financing obtained in any document or instrument delivered contemporaneously herewithconnection with the transactions contemplated by this Agreement), (AB) nothing the negotiation, execution or performance this Agreement or any other agreement referenced herein shall limit the rights (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (C) any breach or violation of each this Agreement or any other agreement referenced herein and (D) any failure of the transactions contemplated hereunder or any other agreement referenced herein (including any agreement in respect of financing obtained in connection with the transactions contemplated by this Agreement) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified herein as parties to the JBA (other than Holder) against Holder under the JBA pursuant this Agreement and, in accordance with, and subject to the terms and conditions of this Agreement. In furtherance and not in limitation of the JBAforegoing, and notwithstanding anything contained in this Agreement or any other agreement referenced herein or otherwise to the contrary, each Party covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and Representatives, that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated hereby (Bincluding any financing obtained in connection with the transactions contemplated by this Agreement) nothing herein shall limit the rights of each be sought or had against any other person and no other person shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other parties theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the JBA items in the immediately preceding clauses (other than HolderA) through (D), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, for any obligations of Holder under this Agreement or the transactions contemplated herebyarising under, under any documents or instruments delivered out of, in connection herewith, with or for any claim based onrelated to the items in the immediately preceding clauses (A) through (D), in respect each case, except for claims that any Party may assert against another Party solely in accordance with, and pursuant to the terms and conditions of, or by reason of, such obligations or their creationthis Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Popeyes Louisiana Kitchen, Inc.), Agreement and Plan of Merger (Restaurant Brands International Inc.)
Non-Recourse. Notwithstanding anything Except to the contrary 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 expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of manner to this Agreement, covenantsor the negotiation, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have execution, or performance of this Agreement (including any obligation hereunder and that it has no rights of recovery againstrepresentation or warranty made in, and no recourse hereunder in connection with, or under as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Merger AgreementPersons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, the JBAincluding any current, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current former or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder stockholder, Affiliate, agent, attorney, representative or member of Holder (assignee of, and any financial advisor to any Contracting Party, or any of its successors or assignees) or any Affiliate or related party thereof or against any formercurrent, current former or future director, officer, agentemployee, employeeincorporator, member, partner, manager, stockholder, Affiliate, related partyagent, assigneeattorney, general representative or limited partnerassignee of, equityholderand any financial advisor or lender to, manager or member of any of the foregoing (eachcollectively, other than Hxxxxx and its successors and permitted assignees, a the “Holder AffiliateNonparty Affiliates”), shall have any liability (whether by in contract or through attempted piercing of the corporate veilin tort, by in law or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or granted by virtue statute) for any claims, causes of any statuteaction, regulation or other applicable lawobligations, or otherwise; provided that (and notwithstanding anything to the contrary provided herein liabilities arising under, out of, in connection with, or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason ofof 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 their creationcauses 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.
Appears in 2 contracts
Samples: Business Combination Agreement and Plan of Merger (TWC Tech Holdings II Corp.), Business Combination Agreement and Plan of Merger (Nebula Caravel Acquisition Corp.)
Non-Recourse. Notwithstanding anything to the contrary This Agreement may only be enforced against, and any Legal Proceeding that may be expressed based upon, in respect of, arise under, out of or implied by reason of, be connected with or relate in any manner to this Agreement Agreement, or any document the negotiation, execution, performance or instrument delivered contemporaneously herewithbreach, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenantsincluding, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall any representation or warranty made or alleged to have any obligation hereunder and that it has no rights of recovery againstbeen made in, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith with or therewith shall as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be had againstmade or asserted against (and are expressly limited to) the Persons that are expressly identified as parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such. No Person who is not a party hereto (including, (a) any former, current or future direct or indirect equity holder, controlling Person, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, manager assignee, attorney or employee representative of, and any financial advisor or lender to (all above-described Persons in this sub-clause (a), collectively, “Affiliated Persons”) a party hereto or any Affiliate of Holder such party, and (b) any Affiliated Persons of such Affiliated Persons (the Persons in sub-clauses (a) and (b), together with their respective successors, assigns, heirs, executors or administrators, collectively, “Non-Parties”) will have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory under this Agreement. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event will any party hereto, any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (Affiliates or any of its successors or assignees) or any Affiliate or related party thereof or against any formerPerson claiming by, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder any of them institute any Legal Proceeding under any Recourse Theory against any Non-Party. For the Holder Affiliatesavoidance of doubt, 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; provided it is expressly agreed and understood that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing contained herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder Company’s remedies under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (Equity Commitment Letter or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationGuarantee.
Appears in 2 contracts
Samples: Founders Agreement, Founders Agreement (Fortress Investment Group LLC)
Non-Recourse. Notwithstanding anything This Agreement may only be enforced against, and any Proceeding by any Person based upon, arising out of or related to the contrary that may be expressed or implied in this Agreement or any document the negotiation, execution or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits performance of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery Agreement may only be brought against, and no recourse hereunder or under this Agreementthe Purchaser, the Merger AgreementSub or the Company and only with respect to the specific obligations set forth herein with respect to the Purchaser, the JBAMerger Sub or the Company. No past, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, incorporator, manager, member, partner, shareholder, Affiliate, manager agent, attorney or employee other Representative of Holder (the Purchaser, the Merger Sub or the Company, or any of its their successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing permitted assigns (each, other than Hxxxxx and its successors and permitted assignees, a “Holder AffiliateNon-Recourse Party”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of will have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, Liability for any obligations of Holder the Purchaser, the Merger Sub or the Company under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or Ancillary Agreement for any claim based on, in respect of, of or by reason ofof the transactions contemplated hereby. Without limiting the generality of the foregoing, to the maximum extent permitted by applicable Law, (i) each of the parties hereto hereby waives and releases any and all causes of action or Proceedings that may otherwise be brought in equity or at Law, or granted by statute, to avoid or disregard the entity form of a party hereto or otherwise impose Liability or other obligation of any party hereto on any Non-Recourse Party, 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 (ii) each party hereto disclaims any reliance upon any 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 the foregoing, nothing in this Section 10.17 shall preclude any party to any Ancillary Agreement from making any claim thereunder, to the extent permitted therein and pursuant to the terms thereof (and subject to the applicable limitations set forth therein). This Section 10.17 is intended to benefit and may be enforced by the Purchaser, the Merger Sub, the Company and each Non-Recourse Party (and each such obligations or their creationPerson will be a third party beneficiary of this Section 10.17).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Creek Road Miners, Inc.), Agreement and Plan of Merger (Creek Road Miners, Inc.)
Non-Recourse. Notwithstanding anything to the contrary (a) This Agreement may only be enforced against, and any litigation matter that may be expressed based upon, in respect of, arise under, out of or implied by reason, be connected with, or relate in any manner to this Agreement Agreement, or any document the negotiation, execution, performance or instrument delivered contemporaneously herewithbreach (whether willful, and notwithstanding the fact that Holder intentional, unintentional or any of its successors or permitted assignees may be a partnershipotherwise), limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenantsincluding, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall without limitation, any representation or warranty made or alleged to have any obligation hereunder and that it has no rights of recovery againstbeen made in, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith with, or therewith shall as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be had againstmade or asserted against (and are expressly limited to) the Persons that are expressly identified as the parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such. No Person who is not a party hereto (including without limitation, (i) any former, current or future direct or indirect: equity holder, controlling Person, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, manager attorney or employee representative of, and any financial advisor or equity source to (all above-described Persons in this subclause (i), collectively, “Affiliated Persons”) a party hereto or any Affiliate of Holder such party, and (ii) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto (the Persons in subclauses (i) and (ii), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto “Non-Parties”)) shall have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event shall any party hereto, any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (Affiliates or any of its successors or assignees) or any Affiliate or related party thereof or against any formerPerson claiming by, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement any of them institute any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, litigation matter under any documents or instruments delivered in connection herewith, or for Recourse Theory against any claim based on, in respect of, or by reason of, such obligations or their creationNon-Party.
Appears in 2 contracts
Samples: Tax Matters Agreement, Solicitation and Non Disclosure Agreement (Fleetcor Technologies Inc)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement Agreement, or any document document, certificate or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall otherwise (together, the “Transaction Documents”), the Company acknowledges and agrees, on behalf of itself and its respective Related Persons (as defined below), that all Proceedings that may be had againstbased upon, in respect of, arise under, out of, by reason of, be connected with, or relate in any former, current or future director, officer, agent, Affiliate, manager or employee of Holder manner to (a) this Agreement or any Transaction Document or the Transactions, (b) the negotiation, execution or performance of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (this Agreement or any of its successors other Transaction Document (including any representation or assignees) warranty made in, in connection with, or any Affiliate or related party thereof or against any formeras an inducement to, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing documents), (eachc) any breach or violation of this Agreement or any other Transaction Document or (d) the failure of the Transactions to be consummated, other than Hxxxxx in each case may be made only against (and are those solely of) the Persons that are expressly identified Parties hereto. In furtherance and not in limitation of the foregoing, the Company acknowledges and agrees, on behalf of itself and its successors respective Related Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions shall be sought or had against any such other Person and permitted assigneesno such other Person shall have any liabilities (whether in contract or in tort, a “Holder Affiliate”)in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the preceding clauses (a) through (d), it being expressly agreed and acknowledged that no liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any direct or indirect, past, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source, Affiliate, agent or other representative of Stockholder or any Affiliate of Stockholder (collectively, with such Person’s assignees, successors and assigns, the “Related Persons”), through the Company, its Subsidiaries or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Holder against the Holder Affiliatesany party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable proceedingactions, suits, claims, investigations or proceedings, by virtue of any statute, regulation or other applicable lawLaw, or otherwise; provided . The Parties acknowledge and agree that (and notwithstanding anything to the contrary provided herein Related Persons are intended third-party beneficiaries of this Section 5.16. Nothing in this Agreement precludes the Parties or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the Related Persons from exercising any rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant Merger Agreement or any other agreement to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (which they are specifically a party or with respect to any assignee hereof) as a an express third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to thereof, and nothing in this Agreement shall limit the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, any Related Person under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationother agreement to which they are specifically a party.
Appears in 2 contracts
Samples: Support Agreement (Albertsons Companies, Inc.), Support Agreement (Albertsons Companies, Inc.)
Non-Recourse. Notwithstanding anything Any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against Persons that are expressly named as Parties, and then only with respect to the contrary that may be expressed specific obligations set forth herein. No former, current or implied in this Agreement future direct or any document indirect equityholders, controlling Persons, stockholders, directors, officers, employees, members, managers, agents, trustees, Affiliates, general or instrument delivered contemporaneously herewith, and notwithstanding limited partners or assignees of the fact that Holder or any of its successors or Parties (except permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if anySection 9.2) or any documents or instruments delivered in connection herewith or therewith shall be had against, of any former, current or future direct or indirect equityholder, controlling Person, stockholder, director, officer, agentemployee, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partnermember, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employeetrustee, Affiliate, related party, assignee, general or limited partner, equityholder, manager partner or member assignee of any of the foregoing (eachcollectively, other than Hxxxxx and its successors and permitted assigneesbut for the avoidance of doubt excluding the Parties) will have any liability or obligation for any of the representations, a “Holder Affiliate”warranties, covenants, agreements, obligations or liabilities of any Party under this Agreement or for any Proceeding based on, in respect of, or by reason of, the transactions contemplated hereunder (including the breach, termination or failure to consummate any of the transactions contemplated hereunder), in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable Proceeding, by virtue of any statute, regulation or applicable Law or otherwise and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of Holder a Party hereto or another Person or otherwise. Notwithstanding anything to the contrary contained herein, none of the Seller Related Parties shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Holder AffiliatesMerger Agreement, by the enforcement of Debt Financing or the transactions contemplated hereby or thereby, and no Debt Financing Source shall have any assessment rights or by claims against any legal Party in connection with this Agreement, the Merger Agreement, the Debt Financing or equitable proceedingthe transactions contemplated hereby or thereby, whether at law or by virtue of any statuteequity, regulation or other applicable lawin contract, in tort or otherwise; provided that that, following consummation of the Merger (and notwithstanding anything to as defined in the contrary provided herein or in any document or instrument delivered contemporaneously herewithMerger Agreement), (A) nothing herein shall the foregoing will not limit the rights of each of the other parties to the JBA (Debt Financing under any commitment letter related thereto. Notwithstanding any other than Holder) against Holder under the JBA pursuant to the terms and conditions provision herein, no Debt Financing Source nor any Affiliate of any Debt Financing Source, nor any officer, director, employee, agent, controlling person, advisor or other representative of the JBA, and (B) nothing herein shall limit the rights foregoing or any successor or permitted assign of each any of the other parties to foregoing shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with the JBA (other than Holder) and Parent against Holder (Financing, the Transactions, or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant activities related to the terms Financing, including the preparation of the Commitment Letters and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationFee Letters.
Appears in 2 contracts
Samples: Partially Conditional Purchase Agreement, Partially Conditional Purchase Agreement (Arc Logistics Partners LP)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees party may be a partnership, partnership or limited liability company or similar domestic or foreign entitycompany, Parent each party hereto, by its acceptance of the benefits of this AgreementAgreement and the other Transaction Documents, covenants, agrees and acknowledges that no person Persons other than Holder and its successors and permitted assignees the parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under this Agreementany documents, the Merger Agreementagreements, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of Holder any party (or any of its their successors or permitted assignees), against any former, current current, or future general or limited partner, manager, equityholder stockholder or member of Holder any party (or any of its their successors or permitted assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related partymanager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, equityholderstockholder, manager or member of any of the foregoing (eachforegoing, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)but in each case not including the parties, 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 Holder such party against the Holder Affiliatessuch Persons and entities, 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; provided that (it being expressly agreed and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliatesuch Persons, as such, for any obligations of Holder the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewithherewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding anything in the Transaction Documents to the contrary, the liability of the Investors shall be several, not joint.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Lonestar Resources US Inc.), Securities Purchase Agreement (Lonestar Resources US Inc.)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx Affiliates and its successors and permitted assigneestheir present or former directors, a “Holder Affiliate”)officers, stockholders, partners, members or employees, that all Actions, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate in any statute, regulation manner to: (A) this Agreement or any other applicable lawTransaction Document, or otherwise; provided that any of the transactions contemplated hereunder or thereunder, (and notwithstanding anything to B) the contrary provided herein negotiation, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any document or instrument delivered contemporaneously herewithof the other Transaction Documents), (AC) nothing herein shall limit the rights any breach or violation of each this Agreement or any other of the other Transaction Documents and (D) any failure of any of the transactions contemplated hereunder or under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the JBA (case of any of the other than Holder) against Holder under the JBA pursuant Transaction Documents, Persons that are expressly identified as parties to such other Transaction Documents and in accordance with, and subject to the terms and conditions of this Agreement or such other Transaction Documents, as applicable. In furtherance and not in limitation of the JBA, foregoing and (B) nothing herein shall limit the rights of each notwithstanding anything contained in this Agreement or any of the other parties Transaction Documents to the JBA (contrary and without limiting the foregoing or any other than Holder) and Parent against Holder (agreement referenced herein or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant therein or otherwise to the terms contrary, each party hereto covenants, agrees and conditions thereof. The parties hereto expressly agree acknowledges on behalf of itself and acknowledge its respective Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any Investor Related Party, and no other Person, including any Investor Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute 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 or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that the Company or the Investor Parties, as applicable, may assert: (i) against any obligations of Holder under Person that is party to and solely pursuant to the terms and conditions of, Section 5.04 or (ii) against the Investor Parties solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents or otherwise, no party hereto or any Investor Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages or lost profits, opportunity costs, loss of business reputation, diminution in value or damages based upon a multiple of earnings or similar financial measure which may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder, or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.
Appears in 2 contracts
Samples: Investment Agreement (Western Digital Corp), Investment Agreement (Western Digital Corp)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement Agreement, any other Transaction Document or any document document, certificate or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall otherwise, each party hereto acknowledges and agrees, on behalf of itself and its respective Related Persons, that all Actions that may be had againstbased upon, in respect of, arise under, out of, by reason of, be connected with, or relate in any manner to (a) this Agreement or any Transaction Document or the Transactions, (b) 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, any formerof the foregoing documents), current (c) any breach or future directorviolation of this Agreement or any other Transaction Document and (d) the failure of the Transactions to be consummated, officerin each case may be made only against (and are those solely of) the Persons that are expressly identified as parties hereto or thereto, agent, Affiliate, manager or employee of Holder as applicable (other than claims by Parent against the insurers under any buy side representations and warranty insurance policy obtained by Parent or any of its successors Affiliates). In furtherance and not in limitation of the foregoing, each party hereto acknowledges and agrees, on behalf of itself and its respective Related Persons, that no recourse under this Agreement or assignees), any other Transaction Document or in connection with any Transactions shall be sought or had against any formersuch other Person and no such other Person shall have any Liabilities (whether in contract or in tort, current in law or future general in equity or limited partnerotherwise, manager, equityholder or member of Holder (granted by statute or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or Liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any direct or indirect, past, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source (including, in the case of Parent, Merger Sub, Sponsor and their respective Affiliates, the Debt Financing Sources), Affiliate, agent or other Representative of any party hereto or any Affiliate of any party hereto, through Parent, Merger Sub, the Company, its Subsidiaries or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Holder against the Holder Affiliatesany party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable proceedingactions, suits, claims, investigations or proceedings, by virtue of any statute, regulation or other applicable law, or otherwise; provided , except for (i) claims against any Person that (is party to, and notwithstanding anything solely pursuant to the contrary provided herein or in any document or instrument delivered contemporaneously herewithterms and conditions of, the applicable Transaction Document(s), (Aii) nothing herein shall limit the rights claims of each of the other parties fraud, (iii) claims against any Person that is party to, and solely pursuant to the JBA terms and conditions of the, the Confidentiality Agreement, and (other than Holderiv) claims Parent or Merger Sub may, in their sole discretion, assert against Holder under the JBA Debt Financing Sources pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationDebt Commitment Letter.
Appears in 2 contracts
Samples: Rollover and Contribution Agreement (BTRS Holdings Inc.), Rollover and Contribution Agreement (BTRS Holdings Inc.)
Non-Recourse. Notwithstanding anything to the contrary This Agreement may only be enforced against, and any Action that may be expressed based upon, in respect of, arise under, out of or implied by reason of, be connected with or relate in any manner to this Agreement Agreement, or any document the negotiation, execution, performance or instrument delivered contemporaneously herewithbreach, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenantsincluding, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall any representation or warranty made or alleged to have any obligation hereunder and that it has no rights of recovery againstbeen made in, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith with or therewith shall as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be had againstmade or asserted against (and are expressly limited to) the Persons that are expressly identified as parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such and against Guarantor as provided in the Guarantee. No Person who is not a party hereto (including, (a) any former, current or future direct or indirect equity holder, controlling Person, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, manager assignee, attorney or employee representative of, and any financial advisor or lender to (all above-described Persons in this sub-clause (a), collectively, “Affiliated Persons”) a party hereto or any Affiliate of Holder such party, and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto and the Guarantor (the Persons in sub-clauses (a) and (b), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto and the Guarantor and any Acquiring Person (as defined in the Guarantee), “Non-Parties”) will have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory under this Agreement. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event will any party hereto, any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (Affiliates or any of its successors or assignees) or any Affiliate or related party thereof or against any formerPerson claiming by, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder any of them institute any Action under any Recourse Theory against the Holder Affiliates, 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; provided that (and notwithstanding Non-Party. Notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith)this Section 10.11, (A) nothing herein shall be deemed to limit the rights of each any liabilities or other obligations of the other parties to the JBA (other than Holder) against Holder Guarantor or any Acquiring Person under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationGuarantee.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Cifc LLC)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement, any Ancillary Agreement or any document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, except for Fraud actually committed (either by action, inaction or omission) by a party hereunder, each Buyer covenants, agrees and acknowledges that no person Persons other than Holder and its successors and permitted assignees shall the Sellers have any obligation hereunder Liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that, notwithstanding that it the Sellers or their respective general partners may be partnerships or limited companies, such Buyer has no rights right of recovery under this Agreement, or any claim based on such Liabilities, obligations, commitments against, and no recourse hereunder or under this Agreementpersonal Liability shall attach to, the Merger Agreementformer, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of the JBA, Hxxxxx’s ECL (if any) Sellers or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future stockholder, controlling person, director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholdermember, manager manager, Affiliate or member agent of any of the foregoing (collectively, but not including the Sellers, each, other than Hxxxxx and its successors and permitted assignees, a “Holder AffiliateNon-Recourse Party”), through the Sellers or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder any Company against the Holder Affiliatesany Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable law, Law or otherwise; provided . Without limiting the foregoing, no claim will be brought or maintained by any Buyer or any of their Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that (is not otherwise expressly identified as a party to this Agreement, and notwithstanding anything to the contrary provided herein 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 document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the representations, warranties, covenants or agreements of any party hereto set forth or contained in this Agreement, any Ancillary Agreement, any exhibit or schedule thereto, any other parties to the JBA (document contemplated hereby or thereby or any certificate, instrument, opinion, agreement or other than Holder) against Holder under the JBA pursuant to the terms and conditions document of the JBASellers, and (B) nothing herein shall limit the rights of each of the Companies or any other parties to the JBA (other than Holder) and Parent against Holder (Person delivered hereunder or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationthereunder.
Appears in 1 contract
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or otherwise, (a) any document claim of any type (whether at law or instrument delivered contemporaneously herewithin equity, and notwithstanding whether in Contract, tort, statute or otherwise) that may directly or indirectly arise under or relate to this Agreement, the fact that Holder negotiation, execution, performance or any of its successors breach (whether willful, intentional, unintentional or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits otherwise) of this Agreement, covenantsthe Transactions, agrees the Debt Commitment Letter or the Financing (each of such above-described sources of claims, a “Recourse Theory”) may be made or asserted solely against (and acknowledges are expressly limited to) the Persons that no person are expressly identified as the parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such and as expressly permitted by and subject to the terms and conditions of this Agreement and the other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery againstTransaction Documents, as applicable, and (b) no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL Person who is not a party hereto (if anyincluding (i) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future direct or indirect equity holder, controlling Person, management company, incorporator, member, limited or general partner, manager, director, officer, employee, agent, Affiliate, manager attorney or employee of Holder (representative of, or any of its successors financial advisor, or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) lender to a party hereto or any Affiliate or related of such party thereof or against and the Financing Source Parties and any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member Affiliate of any such Financing Source Party (all above-described Persons in this clause (i), collectively, “Affiliated Persons”), and (ii) any Affiliated Persons of such Affiliated Persons (the foregoing Persons in clauses (eachi) and (ii), other than Hxxxxx together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto and its their respective successors and permitted assigneesassigns, a “Holder AffiliateNon-Parties”), whether by ) has or through attempted piercing shall have any liability whatsoever directly or indirectly arising under or relating to any Recourse Theory. Without limiting the generality of the corporate veilforegoing, by or through a claim by or the Company Related Parties agree for themselves and on behalf of Holder against the Holder Affiliateseach of their Representatives and Affiliates and any of their respective successors, by the enforcement heirs or representatives that no such Person shall (i) have any rights or claims of any assessment type (whether at law or by in equity, whether in Contract, tort, statute or otherwise) against any legal Financing Source Party in connection with this Agreement, the Financing or equitable proceedingthe Debt Commitment Letter, or by virtue of any statute(ii) institute (and each Company Related Party shall cause its respective Representatives and Affiliates not to institute) a legal proceeding (whether at law or in equity, regulation or other applicable lawwhether in Contract, tort, statute or otherwise; provided that (and notwithstanding anything to ) in connection with this Agreement, the contrary provided herein Financing or in the Debt Commitment Letter against any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBAFinancing Source Party, and (B) nothing herein shall limit the each such Person and hereby waives any rights of or claims thereto, other than, in each of the other parties to the JBA (other than Holder) and Parent against Holder (or case, with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant the right to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred assert defenses in response to claims brought by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationFinancing Source Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Crown Castle International Corp)
Non-Recourse. Notwithstanding anything to Each Party agrees, on behalf of itself and its Affiliates (and, in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance case of the benefits of this AgreementCompany, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assigneesRelated Parties), against any formerthat all Actions, current claims, obligations, liabilities or future general causes of action (whether in Contract or limited partnerin tort, managerin Law or in equity or otherwise, equityholder or member of Holder (granted by statute or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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 of or by reason of, be connected with, or relate in any manner to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement and in accordance with, and subject to, the terms and conditions hereof. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other agreement referenced herein or therein or otherwise to the contrary, each Party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and Related Parties, that no recourse under this Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other Person, including any BidCo Related Party, and no other Person, including any BidCo Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law, in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by attempted piercing of the corporate, limited partnership or on behalf of Holder against the Holder Affiliateslimited liability company veil or any other theory or doctrine, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, including alter ego or otherwise; provided that (and notwithstanding anything ) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewith), the immediately preceding clauses (A) nothing herein shall limit through (D), in each case, except for claims that (1) the rights of each Company or BidCo, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2, Section 9.12 and this Section 9.17): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement, (ii) against the Guarantors under, solely if, as and when required pursuant to the terms and conditions of, the BidCo Guarantee, (iii) against the Guarantors for specific performance of the other parties Guarantors’ obligation to fund their committed portions of the Equity Financing thereunder solely in accordance with, and pursuant to the JBA terms and conditions of, Section 6 of the Equity Commitment Letter or (other than Holderiv) against Holder under BidCo solely in accordance with, and pursuant to the JBA terms and conditions of, this Agreement and (2) BidCo and its Affiliates may assert against the financing sources pursuant to the terms and conditions of the JBADebt Commitment Letter, it being expressly agreed and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D). Notwithstanding anything to the contrary herein or otherwise, no BidCo Related Party shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive or consequential damages which may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.
Appears in 1 contract
Non-Recourse. Notwithstanding anything Except to the contrary extent otherwise expressly set forth in the Limited Guarantees and the Equity Commitment Letters, 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 expressed based upon, in respect of, arise under or implied out of this Agreement, or the negotiation, execution, or performance of this Agreement may only be made or enforced against the Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party to this Agreement or the Limited Guarantees or the Equity Commitment Letters (and then only to the extent of the specific obligations undertaken by such Person in this Agreement or any document the Limited Guarantees or instrument delivered contemporaneously herewiththe Equity Commitment Letters, respectively, and notwithstanding the fact that Holder not otherwise), no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any of its successors or permitted assignees may be a partnershipParty hereto, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights Liability for any obligations or Liabilities of recovery against, and no recourse hereunder or such Party under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) Agreement or any documents or instruments delivered in connection herewith with this Agreement (unless a signatory party thereto in his or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx her personal capacity and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or not on behalf of Holder against the Holder Affiliates, 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; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (Aa Party) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim (whether arising in contract, tort, equity or otherwise) based on, in respect of, or by reason of, such obligations obligations, whether by the enforcement of any assessment or by any legal or equitable Proceeding, or by virtue of any statute, regulation or other applicable Law. Without limiting the foregoing, notwithstanding anything herein to the contrary, Seller (and its stockholders, partners, members, Affiliates, directors, officers, employees, Representatives and agents) hereby waives any and all rights and claims against any Buyer Related Party (other than claims against Buyer under this Agreement or any other Transaction Document and claims against Sponsor and GIC under its respective Limited Guarantee) that may be based upon, in respect of, arise under or out of this Agreement or the Financing Commitments, whether at Law or in equity, in contract, in tort, or otherwise; provided that for clarity, Seller shall be entitled to seek specific performance against the Investors under their creationrespective Equity Financing Commitments, subject to the terms thereof and the limitations set forth in Section 11.7. Each of the Buyer Related Parties (other than Buyer) and the Seller Related Parties is a third party beneficiary of this Section 11.14.
Appears in 1 contract
Samples: Purchase Agreement (Symantec Corp)
Non-Recourse. Notwithstanding anything to the contrary All claims or causes of action (whether in contract or in tort, in law or in equity) that may be expressed based upon, arise out of or implied relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of as an inducement to enter into this Agreement), covenants, agrees shall be made only against a party and acknowledges that only with respect to the specific obligations undertaken by such party as set forth herein and no person other than Holder and its successors and permitted assignees Person shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, 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; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under or liabilities based upon, arising out of, or related to this Agreement or the transactions contemplated herebyhereby and no Person who is not a named party to this Agreement, under including any documents Recourse Related Party, shall have any liability (whether in contract or instruments delivered in tort, in law or in equity, or based upon any theory that seeks to impose Losses of an entity party against its owners or Affiliates) for any Losses arising under, in connection herewith, with or related to this Agreement or for any claim based on, in respect of, or by reason ofof this Agreement or its negotiation, execution, performance, non-performance, interpretation, termination, enforcement, construction or execution or any of the transactions contemplated hereby. Each of the Company and the Investor hereby waives and releases all such Losses, claims, Actions and obligations against any such Person, including such other party’s Recourse Related Parties. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, or their creationany other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates, that no recourse under this Agreement or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against any Person not a party to this Agreement, including the other party’s Recourse Related Parties, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any Person that is not a party to this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (SS&C Technologies Holdings Inc)
Non-Recourse. Notwithstanding anything to the contrary contained herein, this Agreement and the Merger Agreement may only be enforced against, and any claims or causes of action that may be expressed based upon, arise out of or implied in relate to this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, or the JBAnegotiation, Hxxxxx’s ECL (if any) execution or performance of this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, may only be made against the entities and Persons that are expressly identified as parties to this Agreement or the Merger Agreement in their capacities as such and no former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any documents party hereto, or instruments delivered in connection herewith or therewith shall be had against, any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholdermember, manager manager, agent or member Affiliate of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder AffiliateNon-Recourse Party”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of ) shall have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, Liability for any obligations or Liabilities of Holder under the parties to this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, Merger Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or thereby or in respect of any representations made or alleged to be made in connection herewith or therewith; provided, however, that nothing herein shall limit the obligations of any Non-Recourse Party under any Ancillary Agreement to which such Non-Recourse Party is party, even if the basis for obligations thereunder relate to or their creationarise from obligations hereunder. Without limiting the rights of any party against the other parties hereto or to the Merger Agreement, in no event shall any party or any of its Affiliates seek to enforce this Agreement or the Merger Agreement against, make any claims for breach of this Agreement or the Merger Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.
Appears in 1 contract
Samples: Support Agreement (Intuit Inc)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Affiliates, that it has no rights all actions, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder at Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue relate in any manner to: (a) this Agreement, the Voting Agreement, the Equity Commitment Letter, the Limited Guarantee, the CVR Agreement (together, the “Transaction Documents”) or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement, any statuteother Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, regulation or other applicable lawin connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein as an inducement to, this Agreement, any other Transaction Document or in any document or instrument delivered contemporaneously herewithsuch other agreement), (Ac) nothing any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein shall limit the rights of each or therein; and (d) any failure of the Merger or any other transaction contemplated by any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement or the JBA (applicable other than Holder) against Holder under the JBA pursuant Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement or the JBAapplicable other Transaction Document, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates, that no recourse under this Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against any other Person, shall have any liabilities or obligations (B) nothing herein shall limit the rights of each whether in Contract or in tort, at Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other parties theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the JBA items in the immediately preceding clauses (other than Holdera) through (d), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d). Notwithstanding anything to the contrary herein or otherwise, no Lender Related Party shall have any liability or obligation in connection with or related in any manner to the aforementioned to any Person that is not a party to the Debt Financing or the Debt Commitment Letter. Notwithstanding anything to the contrary herein or otherwise, none of the Company, its Affiliates or its or their respective Representatives shall be responsible or liable for (i) any obligations multiple, consequential, indirect, special, statutory or exemplary damages, in each case to the extent not recoverable under applicable common Law or (ii) punitive damages, in each case which may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Anixter International Inc)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach Party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors Affiliates and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights all Actions, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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 to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement and, in accordance with, and subject to the terms and conditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other agreement referenced herein or therein or otherwise to the contrary, each Party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and Related Parties, that no recourse under this Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other Person, including any Parent Related Party, and no other Person, including any Parent Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by attempted piercing of the corporate, limited partnership or on behalf of Holder against the Holder Affiliateslimited liability company veil or any other theory or doctrine, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, including alter ego or otherwise; provided that (and notwithstanding anything ) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the contrary provided herein or items in any document or instrument delivered contemporaneously herewith), the immediately preceding clauses (A) nothing herein through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall limit the rights of each attach to, be imposed on or otherwise be incurred by any of the other parties aforementioned, as such, arising under, out of, in connection with or related to the JBA items in the immediately preceding clauses (other than HolderA) through (D), in each case, except for claims that (1) the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2, Section 9.12 and this Section 9.16): (i) against Holder under any Person that is party to and solely pursuant to the JBA terms and conditions of, the Confidentiality Agreement or any Specified Commercial Matter, as applicable, (ii) against each Guarantor under, if, as and when required pursuant to the terms and conditions of the JBAParent Guarantee, (iii) against the Equity Investors for specific performance of the Equity Investors’ obligation to fund their committed portions of the Equity Financing thereunder solely in accordance with, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereofof, Section 6 of the Equity Financing Commitment or (iv) against Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement and (2) Parent and its Affiliates may assert against the financing sources pursuant to the terms and conditions of the Third-Party Financing Commitments. The parties hereto expressly agree and acknowledge that Notwithstanding anything to the contrary herein or otherwise, no liability whatsoever Parent Related Party shall attach to, be imposed on, responsible or otherwise be incurred by any Holder Affiliate, as such, liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.
Appears in 1 contract
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, HxxxxxXxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx Holder and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, 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; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under HxxxxxXxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Appears in 1 contract
Samples: Rollover and Contribution Agreement (Washington Dennis R)
Non-Recourse. Notwithstanding anything to Without limiting the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithgenerality of Section 9.1 each Party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and that it has no rights controlled Affiliates, that, except in the case of recovery againstFraud, and no recourse hereunder all proceedings, claims, obligations, liabilities or under this Agreementcauses of action (whether in contract or in tort, the Merger Agreementin law or in equity or otherwise, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate to: (a) this Agreement, any statute, regulation or other applicable lawTransaction Document, or otherwise; provided that any other agreement referenced herein or therein, or the transactions contemplated hereby or thereby, including any certificate delivered hereunder or thereunder, (b) the negotiation, execution or performance this Agreement, any other Transaction Document or any other agreement referenced herein or therein, or the transactions contemplated hereby or thereby including any certificate delivered hereunder or thereunder (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other Transaction Document), or (c) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein, including any certificate delivered hereunder or thereunder, in each case, may be made only against (and notwithstanding anything to are those solely of) the contrary provided Persons that are expressly identified herein or therein as Parties to hereto or thereto and, in any document or instrument delivered contemporaneously herewith)accordance with, (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant and subject to the terms and conditions of this Agreement. In furtherance and not in limitation of the JBAforegoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other agreement referenced herein or therein, including any certificate delivered hereunder or thereunder or otherwise to the contrary, except in the case of Fraud, each Party hereto covenants, agrees and acknowledges, on behalf of itself and its respective controlled Affiliates, that no recourse under this Agreement, any other Transaction Document or any other agreement referenced herein or therein, or in any other document contemplated hereby or thereby, including in any certificate delivered hereunder or thereunder shall be sought or had against any other Person who is not a Party hereto or thereto and, except in the case of Fraud, no other such Person shall have any liabilities or obligations (B) nothing herein shall limit the rights of each whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other parties theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the JBA items in the immediately preceding clauses (other than Holdera) through (c), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, for any obligations of Holder under this Agreement or the transactions contemplated herebyarising under, under any documents or instruments delivered out of, in connection herewith, with or for any claim based onrelated to the items in the immediately preceding clauses (a) through (c), in respect each case, except for claims that any Party hereto may assert against another Party hereto solely in accordance with, and pursuant to the terms and conditions of, or by reason of, such obligations or their creationthis Agreement.
Appears in 1 contract
Samples: Unit Purchase Agreement (Pathfinder Acquisition Corp)
Non-Recourse. Notwithstanding anything to the contrary 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 expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in any manner to this Agreement Agreement, any Ancillary Agreements or any document the transactions contemplated hereby or instrument delivered contemporaneously herewiththereby, and notwithstanding or the fact that Holder negotiation, execution, or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits performance of this Agreement, covenantsany Ancillary Agreements or the transactions contemplated hereby or thereby (including any representation or warranty made in, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery againstin connection with, and no recourse hereunder or under as an inducement to, this Agreement), may be made only against (and are expressly limited to) the Merger AgreementPersons that are expressly identified as Parties in the preamble to this Agreement or the named parties to any Ancillary Agreement (“Contracting Parties”). No Person who is not a Contracting Party, the JBAincluding any past, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder stockholder, Affiliate, agent, attorney, or member of Holder (Representative of, and any financial advisor or lender to, any Contracting Party, or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agentemployee, employeeincorporator, member, partner, manager, stockholder, Affiliate, related partyagent, assigneeattorney, general or limited partnerRepresentative of, equityholderand any financial advisor or lender to, manager or member of any of the foregoing Persons (eachcollectively, other than Hxxxxx and its successors and permitted assignees, a “Holder AffiliateNonparty Affiliates”), will have any liability (whether by in Contract or through attempted piercing of the corporate veilin tort, by in law or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or granted by virtue statute) for any claims, causes of any statuteaction, regulation obligations or other applicable lawLiabilities arising under, out of, in connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or related in any document or instrument delivered contemporaneously herewith)manner to this Agreement, (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement Ancillary Agreements or the transactions contemplated hereby, under any documents hereby or instruments delivered in connection herewith, thereby or for any claim based on, in respect of, or by reason ofof this Agreement, such obligations any Ancillary Agreements or the transactions contemplated hereby or thereby or their creation.negotiation, execution, performance or breach hereof. To the maximum extent not prohibited by Law, each Contracting Party hereby irrevocably and unconditionally waives and releases all such Liabilities, claims, causes of action, and obligations against all Nonparty Affiliates. Counterparts; Effectiveness. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Parties. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in .pdf format or by facsimile shall be sufficient to bind the Parties to the terms and conditions of this Agreement. * * * * * [Signature Page Follows]
Appears in 1 contract
Samples: Asset Purchase Agreement (Prestige Consumer Healthcare Inc.)
Non-Recourse. Notwithstanding anything to Except in the contrary that may be expressed case of fraud, in no event will any Company Party seek or implied in this Agreement or any document or instrument delivered contemporaneously herewithobtain, and notwithstanding the fact that Holder or nor will it permit any of its successors Representatives to seek or permitted assignees may be a partnership, limited liability company obtain through or similar domestic or foreign entity, Parent by its acceptance on behalf of the benefits Company, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Parent Party (as defined in the Equity Commitment Letter) with respect to this Agreement, the Transaction Documents or the transactions contemplated hereby and thereby, or the negotiation or execution hereof (including any breach by any Parent Party), the termination of this Agreement, covenantsthe failure to consummate the transactions contemplated hereby or any claims or actions under applicable Laws arising out of any such breach, agrees and acknowledges that no person termination or failure, other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under from a Parent Party to the extent expressly provided for in this Agreement. Except in the case of fraud, the Merger Agreementin no event will any Parent Party seek or obtain, the JBAnor will they permit any of their Representatives or to seek or obtain through or on behalf of any Parent Party, Hxxxxx’s ECL (if any) nor will they permit any of their Representatives to seek or obtain, nor will any documents Person be entitled to seek or instruments delivered in connection herewith or therewith shall be had againstobtain, any former, current monetary recovery or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or monetary award against any former, current or future director, officer, employee, manager, member, partner, stockholder, agent, employee, Affiliate, related party, assignee, general Affiliate or limited partner, equityholder, manager other Representative of the Company or member of any of the foregoing its Subsidiary (eacheach such Person, other than Hxxxxx and its successors and permitted assigneesthe Company or a Subsidiary of the Company, a “Holder AffiliateNon-Recourse Company Party”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, 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; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to this Agreement, the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement Transaction Documents or the transactions contemplated hereby, under any documents hereby or instruments delivered in connection herewiththereby, or the negotiation or execution hereof (including any breach by the Company or any of its Subsidiary), the termination of this Agreement, the failure to consummate the transactions contemplated hereby or any claims or actions under applicable Laws arising out of any such breach, termination or failure, other than from the Company or its Subsidiary to the extent expressly provided for any claim based on, in respect of, or by reason of, such obligations or their creationthis Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Condor Hospitality Trust, Inc.)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied Except as otherwise expressly provided in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement or any Ancillary Agreement: (a) this Agreement may be enforced against only, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the JBAnegotiation, Hxxxxx’s ECL execution or performance of this Agreement or the transactions contemplated hereby, may be made against only, the Persons that are expressly identified as Parties herein in their capacities as such; (if anyb) no former, current or future stockholders, equity holders, Controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any documents Party hereto, or instruments delivered in connection herewith or therewith shall be had against, any former, current or future direct or indirect stockholder, equity holder, Controlling person, director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholdermember, manager manager, agent or member Affiliate of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder AffiliateNon-Recourse Party”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of ) shall have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, Liability for any obligations or Liabilities of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, Parties or for any claim (whether in tort, Contract or otherwise) based on, in respect of, of or by reason of, such the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith, provided, however, that the foregoing shall not limit the obligations or Liabilities of any Non-Recourse Party under the Merger Agreement or any Ancillary Agreement or other agreement to which such Non-Recourse Party is party; (c) without limiting the rights of any Party against the other Parties, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against or make any claims for breach of this Agreement against any Non-Recourse Party. The covenants contained in this Section 16.14 are intended to be for the benefit of, and shall be enforceable by, each of the Non-Recourse Parties and their creationrespective heirs and assigns and shall not be deemed exclusive of any other rights to which any such Person may be entitled, whether pursuant to Law, Contract or otherwise.
Appears in 1 contract
Samples: Voting and Support Agreement (Tempur Sealy International, Inc.)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery this Agreement may only be enforced against, and no recourse hereunder or under any Proceeding for breach of this AgreementAgreement may only be made against, the Merger Agreemententities that are expressly identified herein as parties to this Agreement and none of the former, the JBAcurrent and future Affiliates, Hxxxxx’s ECL (if any) directors, officers, managers, employees, advisors, Representatives, shareholders, members, managers, partners, successors and assigns of any party hereto or any documents Affiliate thereof or instruments delivered in connection herewith or therewith shall be had against, any former, current or and future Affiliate, director, officer, agentmanager, Affiliateemployee, manager or employee of Holder (or any of its successors or assignees)advisor, against any formerRepresentative, current or future general or limited partnershareholder, member, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formerpartners, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member successor and assign of any of the foregoing (eachcollectively, other than Hxxxxx “Related Parties”) that is not a party hereto shall have any Liability for any Liabilities of the parties hereto for any Proceeding (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any oral representations made or alleged to be made in connection herewith, none of the parties hereto shall have any rights of recovery in respect hereof against any Related Party that is not a party hereto and its successors and permitted assignees, no personal Liability shall attach to any Related Party that is not a “Holder Affiliate”)party hereto through any party hereto or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim Proceeding (whether in tort, contract or otherwise) by or on behalf of Holder a party hereto against the Holder Affiliatesany Related Party that is not a party hereto, by the enforcement of any assessment judgment, fine or by any legal or equitable proceeding, penalty or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; provided that (and notwithstanding . Notwithstanding anything to the contrary provided herein or in this Section 10.14, nothing in this Section 10.14 shall be deemed to limit any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect Liabilities of, or by reason ofclaims against, any party to any Transaction Document or serve as a waiver of any right on the part of any party to such obligations or their creationTransaction Document to initiate any Proceeding permitted pursuant to, and in accordance with the specific terms of such Transaction Document.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Johnson Controls International PLC)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach Party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors Affiliates and permitted assignees shall have any obligation hereunder and Representatives, that it has no rights all proceedings, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue relate to: (A) this Agreement or any other agreement referenced herein or the transactions contemplated hereunder, (B) the negotiation, execution or performance of this Agreement or any statuteother agreement referenced herein (including any representation or warranty made in, regulation or other applicable lawin connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein as an inducement to, this Agreement or in any document or instrument delivered contemporaneously herewithsuch other agreement), (AC) nothing any breach or violation of this Agreement or any other agreement referenced herein shall limit the rights of each and (D) any failure of the transactions contemplated hereunder or any other parties agreement referenced herein to be consummated, in each case, may be made only against (and are those solely of) the JBA (other than Holder) against Holder under the JBA pursuant persons that are expressly identified herein as a Party to this Agreement and, in accordance with, and subject to the terms and conditions of this Agreement. In furtherance and not in limitation of the JBAforegoing, and notwithstanding anything contained in this Agreement or any other agreement referenced herein or otherwise to the contrary, each Party covenants, agrees and acknowledges, on behalf of itself and the Company Related Parties or the Parent Related Parties, as applicable, that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated hereby shall be sought or had against any person not a Party and no other person shall have any liabilities or obligations (B) nothing herein shall limit the rights of each whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other parties theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the JBA items in the immediately preceding clauses (other than HolderA) through (D), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that any obligations of Holder under Party may assert against another Party solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding the foregoing or anything else to the contrary, nothing in this Agreement shall limit any rights, remedies or the transactions contemplated herebyrecourse that any Party may have with respect to fraud, under intentional or willful misconduct or criminal activity by any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationperson.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wsi Industries, Inc.)
Non-Recourse. Notwithstanding anything to Each Party agrees, on behalf of itself and its Affiliates (and in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance case of the benefits of this AgreementCompany, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assigneesRelated Parties), against any formerthat all Actions (whether in Contract or in tort, current at Law or future general in equity or limited partnerotherwise, manager, equityholder or member of Holder (granted by statute or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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 through a claim by relate in any manner to (a) this Agreement or on behalf the other Transaction Documents or the transactions contemplated hereunder or thereunder (including the Financing), (b) the negotiation, execution or performance of Holder this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any other Transaction Document), (c) any breach or violation of this Agreement, any other Transaction Document and (d) any failure of the transactions contemplated hereunder or under any Transaction Document (including the Financing) to be consummated, in each case, may be made only against the Holder AffiliatesPersons that are expressly identified as parties to the applicable Transaction Document (excluding the Debt Commitment Letters and the Debt Financing Sources), by in each case, solely as and to the enforcement extent specified, and on the terms and subject to the conditions set forth, herein or therein, as applicable. In furtherance and not in limitation of any assessment or by any legal or equitable proceedingthe foregoing, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything contained in this Agreement or any other Transaction Document to the contrary provided herein or contrary, and, in any document or instrument delivered contemporaneously herewith)accordance with, (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant and subject to the terms and conditions of, this Agreement each Party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates (and in the case of the JBACompany, its Related Parties), that no recourse under this Agreement, any other Transaction Document or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any Person (including the Debt Financing Sources) who is not a party to any of the Transaction Documents (excluding the Debt Commitment Letters) under the Transaction Documents (excluding the Debt Commitment Letters), and no Person (Bincluding the Debt Financing Sources) who is not a party to any of the Transaction Documents (excluding the Debt Commitment Letters) shall have any liabilities to any party to such Transaction Document under such Transaction Document (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute 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, liabilities arising under, out of, in connection with or related in any manner to the items listed in the first sentence of this Section 10.13. For the avoidance of doubt, nothing herein in this Section 10.13 shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement the Debt Financing Sources to Purchaser or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationits Affiliates.
Appears in 1 contract
Non-Recourse. Notwithstanding anything Except for (i) claims based on Fraud, (ii) to the contrary extent otherwise set forth in the Confidentiality 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, or granted by statute) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of manner to this Agreement, covenantsor the negotiation, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have execution, or performance of this Agreement (including any obligation hereunder and that it has no rights of recovery againstrepresentation or warranty made in, and no recourse hereunder in connection with, or under as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Merger AgreementPersons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, the JBAincluding any past, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder stockholder, Affiliate, agent, attorney, representative or member of Holder (assignee of, and any financial advisor or lender to, any Contracting Party, or any of its successors or assignees) or any Affiliate or related party thereof or against any formerpast, current present or future director, officer, agentemployee, employeeincorporator, member, partner, manager, stockholder, Affiliate, related partyagent, assigneeattorney, general representative or limited partnerassignee of, equityholderand any financial advisor or lender to, manager or member of any of the foregoing (eachcollectively, other than Hxxxxx and its successors and permitted assigneesthe “Nonparty Affiliates”) nor any Financing Source, a “Holder Affiliate”)shall have any liability (whether in contract or in tort, whether by in law or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or granted by virtue statute) for any claims, causes of any statuteaction, regulation or other applicable lawobligations, or otherwise; provided that (and notwithstanding anything to the contrary provided herein liabilities arising under, out of, in connection with, or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason ofof this Agreement or its negotiation, execution, performance, breach or termination (other than as set forth in the Confidentiality 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 or their creationagainst any such Nonparty Affiliates and Financing Sources; provided that the foregoing shall not limit liability of any Nonparty Affiliate for any Recourse Exception.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Evolent Health, Inc.)
Non-Recourse. Notwithstanding anything that may be express or implied in this Agreement to the contrary contrary, the parties hereto agree that all claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity or granted by statute) based upon, arising under, or related to this Agreement or any Transaction Document, or the negotiation, execution or performance of this Agreement or any Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such Transaction Document), may be made only against (and such representations and warranties are those solely of) the parties hereto or thereto. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithto the contrary, the parties agree and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges acknowledge that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreementany Transaction Document, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith with this Agreement or therewith any Transaction Document, or any transaction contemplated by any of the foregoing, shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any formerSeller Related Party or Buyer Related Party that is not a party to such agreement (together, current the “Nonparty Affiliates”, it being acknowledged and agreed, for the avoidance of doubt, that none of Xxxxx, Sellers, Blocker or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”Company shall be Nonparty Affiliates hereunder), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingLitigation, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; provided that (and notwithstanding anything to by virtue of any breach or alleged breach hereof or thereof, the contrary provided herein negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or thereby or in respect of any other document or instrument delivered contemporaneously herewiththeory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith (whether at law or in equity, and whether in contract or in tort or otherwise), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms it being expressly agreed and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliate, as such, Nonparty Affiliate for any obligations obligation of Holder any party under this Agreement or the transactions contemplated herebyAgreement, under any Transaction Document, any documents or instruments delivered in connection herewithwith this Agreement or any Transaction Document, or any transaction contemplated by the foregoing, for any claim based on, in respect of, of or by reason of, of such obligations or their creation.
Appears in 1 contract
Samples: Securities Purchase Agreement (e.l.f. Beauty, Inc.)
Non-Recourse. Notwithstanding anything This Agreement may only be enforced against the named Parties hereto (subject to the contrary terms, conditions and other limitations set forth herein), and (i) all claims or causes of action that may be expressed based upon, arise out of or implied relate to this Agreement or the negotiation, execution or performance of this Agreement may only be made against the Persons that are expressly identified as the Parties hereto, (ii) except as provided in any Tender and Support Agreement, no past, present or future director, manager, officer, employee, incorporator, member general partner, limited partner, equityholder, trustee, Affiliate, agent attorney or other Representative of any party thereto (including any person negotiating or executing this Agreement on behalf of a party thereto) shall have any liability or obligation with respect to this Agreement or any document of the other Transaction documents or instrument delivered contemporaneously herewith, and notwithstanding the fact with respect to any claim or cause of action that Holder may arise out of or relate to this Agreement or any of its successors the other Transaction documents, or permitted assignees may be a partnershipthe negotiation, limited liability company execution or similar domestic or foreign entity, Parent by its acceptance of the benefits performance of this AgreementAgreement and (iii) in no event will the Company seek or obtain, covenantsnor will it permit any of its Representatives to seek or obtain, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have nor will any obligation hereunder and that it has no rights of Person be entitled to seek or obtain, any monetary recovery againstor monetary award against any Person who is not a party hereto, including the Sponsor, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any and all former, current or future directordirect or indirect equityholders, officercontrolling persons, agentdirectors, Affiliateofficers, manager employees, agents, members, managers, management companies, general or employee limited partners, assignees or Affiliates of Holder (Sponsor, Parent or Merger Sub and any of its successors or assignees), against any and all former, current or future direct or indirect equityholders, controlling persons, directors, officers, employees, agents, members, managers, management companies, general or limited partnerpartners, manager, equityholder assignees or member Affiliates of Holder (or any of its successors or assignees) or the foregoing, and any Affiliate or related party thereof or against any and all former, current or future directorheirs, officerexecutors, agentadministrators, employeetrustees, Affiliate, related party, assignee, general successors or limited partner, equityholder, manager or member assigns of any of the foregoing foregoing, with respect to this Agreement or the Transactions (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”including any breach by Parent or Merger Sub), whether by the termination of this Agreement, the failure to consummate the Transactions or through attempted piercing of the corporate veil, by any claims or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement actions under applicable Law arising out of any assessment such breach, termination or by any legal failure, except, in each case, for claims that the Company, Parent or equitable proceedingMerger Sub, or by virtue of any statuteas applicable, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), may assert: (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA any Person that is party to, and solely pursuant to the terms and conditions of of, the JBA, Confidentiality Agreement or any Tender and Support Agreement; (B) nothing herein shall limit against Parent or Merger Sub pursuant to this Agreement; and (C) against the rights of each of the other parties Sponsor pursuant to the JBA (other than Holder) Equity Commitment Letter for specific performance of its obligation to fund the Financing in accordance with, and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationthe Equity Commitment Letter.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Castlight Health, Inc.)
Non-Recourse. Notwithstanding anything to the contrary that (a) This Agreement may only be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithenforced against, and notwithstanding any claim or suit based upon, arising out of, or related to this Agreement, or the fact that Holder negotiation, execution or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits performance of this Agreement, covenantsmay only be brought against the named parties to this Agreement and then only with respect to the specific obligations set forth herein with respect to the named parties to this Agreement (in all cases, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under as limited by Section 10.1). No Person who is not a named Party to this Agreement, the Merger Agreementincluding any past, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, incorporator, member, partner, stockholder, Affiliate, manager agent, attorney or employee representative of Holder (the Company, XX Xxxxxxx Parties or any of its successors or assignees)their respective Affiliates, against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors Financing Source, will have or assigneesbe subject to any liability (whether in contract or in tort) to Purchaser or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of other Person resulting from (i) the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingdistribution of, or by virtue of reliance on, any statuteinformation, regulation documents, projections, forecasts or other applicable lawmaterial made available in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith)connection with, (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewithby this Agreement, or for (ii) any claim based on, in respect of, or by reason of, the sale and purchase of the Company or XX Xxxxxxx, in each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and each Party waives and releases all such liabilities and obligations against any such Persons; provided, however, that nothing in this Section 10.17 shall prevent claims (x) against a Unitholder, XX Xxxxxxx Seller or their creationLCP VII for Fraud committed by any such Unitholder, XX Xxxxxxx Seller or LCP VII, as applicable, or (y) pursuant to other Contracts between the Parties or such Persons; provided, further, that nothing in this Section 10.17 shall in any way limit or modify the rights and obligations of any Debt Financing Source’s obligations to Purchaser under the Debt Financing Commitments. The Company, on behalf of itself and its Affiliates, agrees that the Financing Sources shall be subject to no liability or claims by the Company or its Affiliates (other than the Purchaser and its pre-Closing Affiliates), whether at law, or equity, in contract, in tort or otherwise, relating to or arising out of this Agreement, any breach of the Debt Financing Commitments or in connection with the Debt Financing or the performance of services by the Financing Sources with respect to the foregoing. In no event shall the Company be entitled to seek the remedy of specific performance of this Agreement against the Financing Sources.
Appears in 1 contract
Samples: Stock Purchase Agreement and Plan of Merger (J M SMUCKER Co)
Non-Recourse. Notwithstanding anything to the contrary This Agreement may only be enforced against, and any claims or causes of action that may be expressed based upon, arise out of or implied in relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as Parties. Except to the extent named as a Party to or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits third-party beneficiary of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights then only to the extent of recovery against, and no recourse hereunder or under the specific obligations of such Parties set forth in this Agreement, the Merger Agreementno past, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future directorshareholder, officermember, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related partyagent or Representative of any party to this Agreement will have any liability (whether in contract, assigneetort, general equity or limited partnerotherwise) for any of the representations, equityholderwarranties, manager covenants, agreements or member other obligations or liabilities of any of the foregoing parties to this Agreement or for any claim based upon, arising out of or related to this Agreement (each, other than Hxxxxx and its successors and permitted assigneesthe Equity Investors to the extent set forth in the Equity Commitment Letters). Notwithstanding anything in this Agreement to the contrary, a “Holder Affiliate”)neither the Company, any Company Subsidiary, nor any of their respective Affiliates will have any rights or claims, regardless of the legal theory under which such right or claim may be asserted, whether by sounding in contract or through attempted piercing of the corporate veiltort, by or through a claim by whether at law or on behalf of Holder against the Holder Affiliatesin equity, by the enforcement of any assessment or by otherwise under any legal or equitable proceedingtheory, and will not seek or support any such rights or claims against any of the Debt Financing Sources in connection with, relating to or arising out of this Agreement, the Transactions, or by virtue of the Financing, and no Debt Financing Source shall have any statuteliability to the Company, regulation or other applicable lawany Company Subsidiary, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, their respective Affiliates for any obligations or liabilities of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, Parties or for any claim (regardless of the legal theory under which such claim may be asserted, whether sounding in contract or tort, or whether at law or in equity, or otherwise under any legal or equitable theory), based on, in respect of, or by reason of, such this Agreement, the Transactions, or the Financing or in respect of any oral representations made or alleged to be made in connection herewith or therewith. For the avoidance of doubt, nothing in this Section 9.10 shall in any way limit or qualify (x) the rights and obligations of the Debt Financing Sources to each other thereunder or their creationin connection therewith or (y) the rights of the Company to make a claim against Parent under the Confidentiality Agreement for any breach thereof by any Debt Financing Source.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wireless Telecom Group Inc)
Non-Recourse. Notwithstanding anything Subject in all cases to the contrary that provisions of Section 11, this Agreement and the Ancillary Agreements may only be expressed enforced against, and any claim or implied in suit based upon, arising out of, or related to this Agreement or any document the Ancillary Agreements, or instrument delivered contemporaneously herewiththe negotiation, and notwithstanding the fact that Holder execution or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits performance of this AgreementAgreement or the Ancillary Agreements, covenantsmay only be brought against the named parties to this Agreement or such Ancillary Agreements and then only with respect to the specific obligations set forth herein and therein with respect to the named parties to this Agreement or such Ancillary Agreements (in all cases, agrees as limited by the provisions of Section 11 and acknowledges that no person other than Holder and its successors and permitted assignees shall have with respect to the Debt Financing Entities, Section 15.18). No Person who is not a named party to this Agreement or the Ancillary Agreements, including any obligation hereunder and that it has no rights of recovery againstpast, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, incorporator, member, partner, stockholder, Affiliate, manager agent, attorney or employee representative of Holder (the Company, the Sellers or any of its successors their respective Affiliates, will have or assignees)be subject to any liability or indemnification obligation (whether in contract, against any former, current tort or future general or limited partner, manager, equityholder or member of Holder (otherwise) to the Buyer or any of its successors or assigneesother Person resulting from (nor will the Buyer have any claim with respect to) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of (i) the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of distribution to the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingBuyer, or by virtue of the Buyer’s use of, or reliance on, any statuteinformation, regulation documents, projections, forecasts or other applicable lawmaterial made available to the Buyer in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith)connection with, (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewithby this Agreement, or for (ii) any claim based on, in respect of, or by reason of, the sale and purchase of the Company, including any alleged nondisclosure or misrepresentations made by any such Persons, in each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract, tort or otherwise, or whether at law or in equity, or otherwise; and each party hereto waives and releases all such liabilities and obligations or their creationagainst any such Persons.
Appears in 1 contract
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or otherwise (a) any document claim of any type (whether at law or instrument delivered contemporaneously herewithin equity, and notwithstanding whether in contract, tort, statute or otherwise) that may directly or indirectly arise under or relate to this Agreement, the fact that Holder negotiation, execution, performance or any breach (whether willful, intentional, unintentional or otherwise) of its successors this Agreement or permitted assignees the transactions contemplated hereby (each of such above-described sources of claims, a “Recourse Theory”) may be a partnership, limited liability company made or similar domestic or foreign entity, Parent asserted solely against the Persons that are expressly identified as the parties in the preamble to and signature pages of this Agreement and solely in their capacities as such and as expressly permitted by its acceptance of and subject to the benefits terms and conditions of this Agreement, covenants, agrees and acknowledges that (b) no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL Person who is not a party hereto (if anyincluding (i) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future direct or indirect equityholder, controlling Person, management company, incorporator, member, limited or general partner, manager, director, officer, employee, agent, Lender Related Party, Affiliate, manager attorney or employee representative of Holder a party hereto or any Affiliate of such party (all above-described Persons in this clause (i), collectively, “Affiliated Persons”), and (ii) any Affiliated Persons of such Affiliated Persons (the Persons in clauses (i) and (ii), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto and their respective successors and permitted assigns, “Non-Parties”)) has or shall have any liability whatsoever directly or indirectly arising under or relating to any Recourse Theory. Without limiting the rights of any party hereto against the other parties hereto, in no event shall any party or any of its successors or assignees)Affiliates seek to enforce this Agreement against, against make any former, current or future general or limited partner, manager, equityholder or member claims for breach of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingthis Agreement against, or by virtue of seek to recover monetary damages from, any statuteNon-Party. Notwithstanding the foregoing, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything this Section 17.15 shall be subject to the contrary provided herein or in any document or instrument delivered contemporaneously herewithSection 14.10(c)(i), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Inovalon Holdings, Inc.)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that Holder or any certain of its successors or permitted assignees the parties hereto may be a partnershippartnerships, limited liability company companies, corporations or similar domestic or foreign entityother entities, Parent by its acceptance of the benefits of this Agreement, each Holder covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have recourse or any obligation hereunder and claims or causes of action (whether in contract, tort or otherwise) under or that it has no rights may be based upon, arise out of recovery against, and no recourse hereunder or under relate to this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) Agreement or any documents or instruments delivered by any Person pursuant hereto or the negotiation, execution or performance hereof or thereof (including any representation or warranty made in or in connection herewith with, or therewith as an inducement to enter into this Agreement or such documents and instruments), shall be had againstagainst any of the Company’s, TopCo Parent’s, the Apollo Funds’, AP VIII Prime Security’s, the Xxxx Equityholder’s or any Holder’s or any of the foregoing’s respective Affiliates’ former, current or future directordirect or indirect equity holders, officercontrolling Persons, agentstockholders, Affiliatedirectors, manager or employee of Holder (or any of its successors or assignees)officers, against any formeremployees, current or future general or limited partneragents, managerAffiliates, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formermembers, current or future directorfinancing sources, officer, agent, employee, Affiliate, related party, assigneemanagers, general or limited partnerpartners or assignees, equityholderconsultants, manager attorneys, advisors, portfolio companies in which any such party or member of any of their investment fund Affiliates have made a debt or equity investment (and vice versa) or any other representative of the foregoing Apollo Funds (including any Person negotiating or executing this Agreement on behalf of a party hereto) (each, other than Hxxxxx and its successors and permitted assignees, a “Holder AffiliateRelated Party” and collectively, the “Related Parties”), in each case other than (subject, for the avoidance of doubt, to the provisions of this Agreement, the Certificate of Incorporation and the Bylaws) the Company, TopCo Parent, the Holders or any of their respective assignees under this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, 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; provided that (it being expressly agreed and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the Related Parties, as such, for any obligations obligation or liability of the Company, TopCo Parent, the Apollo Funds, AP VIII Prime Security, the Xxxx Equityholder or any Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or by any Person pursuant hereto for any claim based on, in respect of, of or by reason of, of such obligations or liabilities or their creation.; provided, however, that nothing in this Section 15.20 shall relieve or otherwise limit the liability of the Company or any Holder, as such, for any breach or violation of its obligations under such agreements, documents or instruments. 15.21
Appears in 1 contract
Samples: Management Investor Rights Agreement
Non-Recourse. Notwithstanding anything to the contrary All claims, obligations, liabilities, or causes of action (whether at Law, in equity, in contract, in tort, or otherwise) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of manner to this Agreement, covenantsor the negotiation, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have execution, or performance of this Agreement (including any obligation hereunder and that it has no rights of recovery againstrepresentation or warranty made in, and no recourse hereunder in connection with, or under as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Merger AgreementParties. No Person who is not a Party, the JBAincluding any current, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future directorequityholder, officerincorporator, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assigneecontrolling person, general or limited partner, member, Affiliate, assignee, or Representative of any Party, or any current, former, or future equityholder, manager incorporator, controlling person, general or member limited partner, Affiliate, assignee, or Representative of any of the foregoing or any of their respective successors, predecessors, or assigns (eachor any successors, other than Hxxxxx and its successors and permitted assigneespredecessors, a or assigns of the foregoing) (collectively, the “Holder AffiliateNon-Party Affiliates”), shall have any liability (whether by or through attempted piercing of the corporate veilat Law, by or through a claim by or on behalf of Holder against the Holder Affiliatesin equity, by the enforcement of any assessment or by any legal or equitable proceedingin contract, or by virtue of any statute, regulation or other applicable lawin tort, or otherwise; provided that (and notwithstanding anything to the contrary provided herein ) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach, and, to the maximum extent permitted by Law, each 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, or breach against any such obligations Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Party hereby waives and releases any and all rights, claims, demands, or their creationcauses of action that may otherwise be available (whether at Law, in equity, in contract, in tort, or otherwise), to avoid or disregard the entity form of a Party or otherwise impose liability of a Party on any 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 Party disclaims any reliance upon any 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.
Appears in 1 contract
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied Except as otherwise expressly provided in this Agreement or any document or instrument delivered contemporaneously herewithAncillary Agreement, (a) this Agreement may only be enforced against, and notwithstanding the fact any claims or causes of action that Holder or any of its successors or permitted assignees may be a partnershipbased upon, limited liability company arise out of or similar domestic or foreign entity, Parent by its acceptance of the benefits of relate to this Agreement, covenantsor the negotiation, agrees and acknowledges execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the Persons that are expressly identified as Parties herein in their capacities as such, (b) no person other than Holder and its successors and permitted assignees shall have former, current or future stockholders, equity holders, Controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any obligation hereunder and that it has no rights of recovery againstParty hereto, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future direct or indirect stockholder, equity holder, Controlling person, director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholdermember, manager manager, agent or member Affiliate of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder AffiliateNon-Recourse Party”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of ) shall have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, Liability for any obligations or Liabilities of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith; provided, however, that the foregoing shall not limit the obligations or Liabilities of any Non-Recourse Party under any Ancillary Agreement or other agreement to which such Non-Recourse Party is party, (c) without limiting the rights of any Party against the other Parties, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against or make any claims for breach of this Agreement against any Non-Recourse Party.The covenants contained in this Section 8.15 are intended to be for the benefit of, and shall be enforceable by, each of the Non-Recourse Parties and their creationrespective heirs and assigns and shall not be deemed exclusive of any other rights to which any such Person may be entitled, whether pursuant to Law, Contract or otherwise. Without limiting the foregoing, the Company acknowledges and agrees (on behalf of itself and its Affiliates) and hereby waives any rights or claims against any Financing Sources in connection with this Agreement, the Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise, and agree not to commence (and if commenced, agree to dismiss or otherwise terminate, and not to assist) any action against any Financing Sources in connection with this Agreement (including any action relating to the Financing) or the transactions contemplated hereby or thereby; provided, that, for the avoidance of doubt, nothing herein shall limit the rights any party to the Financing may have pursuant to any agreement entered into pursuant to such Financing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tempur Sealy International, Inc.)
Non-Recourse. Notwithstanding anything Anything contained herein, in the Note or in any other Loan Document to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithnotwithstanding, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any for the payment of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”), whether by principal or through attempted piercing of interest on the corporate veil, by Note or through a claim by or on behalf of Holder against the Holder Affiliates, 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; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, other Indebtedness hereunder or for any claim based on, hereon or thereon or otherwise in respect ofhereof or thereof against (a) the Borrower, any partner, agent, contractor, director, officer, member, consultant, manager, stockholder, subscriber to capital stock, incorporator, beneficiary, participant, trustee or advisor of the Borrower, any partner or member in the Borrower, or any partner or member therein; (b) any legal representative, heir, estate, successor or assign of any thereof; (c) any corporation (or any officer, director, employee or shareholder thereof), partnership (or any partner thereof), individual or entity to which any ownership interest in the Borrower shall have been transferred; (d) any purchaser of any asset of the Borrower; or (e) any other Person, for any deficiency or other sum owing with respect to the Note or any other Indebtedness or arising under this Agreement or any Loan Document. It is understood that the Note and any other Indebtedness under or with respect to this Agreement and any other Loan Document may not be enforced against any Person described in clauses (a) through (e) above; provided, however, that the foregoing provisions of this paragraph shall not (i) prevent recourse to the Assets, the Additional Collateral, any Borrower Mortgage, any Collateral Assignment of Mortgage, the Aircraft Distribution Assignment, any Collateral Security Instrument or other instrument or document which is pledged by the Borrower to the Lender pursuant to the Loan Documents, (ii) in the event of any actual fraud, misappropriation or misapplication of funds or intentional misrepresentation, estop the Lender from instituting or prosecuting a legal action or proceeding or otherwise making a claim against the Person or Persons committing such actual fraud, misappropriating or misapplying such funds, or making such intentional misrepresentation, or the recipient or beneficiary of such actual fraud, misappropriation or misapplication or intentional misrepresentation, whether or not such Person, recipient or beneficiary, is any Person described in clauses (a) through (e) above, for losses caused by such actual fraud, misappropriation or misapplication or intentional misrepresentation, (iii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Note or secured by the Loan Documents, and the same shall continue until paid or discharged in full, and (iv) prevent recourse to the Borrower if an Event of Default occurs, the Lender forecloses on the Mortgage Loan identified on the Asset Schedule as "Marqxxxxx" xxd the related Net Proceeds are applied to repay the Indebtedness, but in such event only to the extent of the positive difference, if any, between the Allocated Loan Amount of such Mortgage Loan and such Net Proceeds (but not more than the amount of the Lien for unpaid taxes encumbering the related Mortgaged Property as of the Closing Date); provided, further, that the foregoing clause (iv) shall not be of any force or effect in the event (1) the Lender reallocates the Allocated Loan Amount of the Mortgage Loan identified on the Asset Schedule as "Marqxxxxx" xxrsuant to the right granted in clause (ii) of the second sentence of Section 2.1(c) or reduces the Asset Value of such Mortgage Loan based upon the Lien for unpaid taxes encumbering the related Mortgaged Property as of the Closing Date not having been discharged, paid off or otherwise removed in its entirety or (2) the Principal Indebtedness of the Loan is less than the product of the aggregate Asset Value and 70%, assuming for this purpose that the Lender is deemed to have reduced the Asset Value of such Mortgage Loan based upon the same reason of, such obligations or their creation.as aforesaid. [Signature Page Follows]
Appears in 1 contract
Non-Recourse. Notwithstanding anything to Each party hereto agrees, on behalf of itself and its controlled Affiliates (and in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance case of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this AgreementCompany, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or and future directorholders of any equity, officercontrolling persons, agentdirectors, Affiliateofficers, manager or employee of Holder (or any of its successors or assignees)employees, against any formeragents, current or future general or limited partnerattorneys, managercontrolled Affiliates, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formermembers, current or future director, officer, agent, employee, Affiliate, related party, assigneemanagers, general or limited partnerpartners, equityholder, manager or member stockholders and assignees of any each of the foregoing (each, other than Hxxxxx Company and its successors and permitted assigneescontrolled Affiliates), a “Holder Affiliate”)that all Proceedings, claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership, limited liability company or through a claim by other entity veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue relate in any manner to: (a) this Agreement or any other agreement referenced herein or contemplated hereby or the transactions contemplated hereunder or thereunder (including the Financing), (b) the negotiation, execution or performance of this Agreement or any statuteother agreement referenced herein or contemplated hereby (including any representation or warranty made in, regulation or other applicable lawin connection with, or otherwise; provided as an inducement to, this Agreement or such other agreement), (c) any breach or violation of this Agreement or any other agreement referenced herein or contemplated hereby and (d) any failure of the Teton Merger or any other transactions contemplated hereunder or under any other agreement referenced herein or contemplated hereby (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (or any other agreement referenced herein or contemplated hereby, as applicable) and in accordance with, and subject to the terms of, this Agreement (or any other agreement referenced herein or contemplated hereby, in each case as applicable). In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary provided contained in this Agreement or any other agreement referenced herein or in contemplated hereby, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective controlled Affiliates (including the former, current and future holders of any document equity, controlling persons, directors, officers, employees, agents, attorneys, controlled Affiliates, members, managers, general or instrument delivered contemporaneously herewith)limited partners, (A) nothing herein shall limit the rights stockholders and assignees of each of such party and its controlled Affiliates), that no recourse under this Agreement or any other agreement referenced herein or contemplated hereby or in connection with the Teton Merger or any other parties transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other Person, and no other Person, shall have any Liabilities or obligations (whether in Contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, limited liability company or other entity veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or Liabilities arising under, out of, in connection with or related in any manner to the JBA items in the immediately preceding clauses (other than Holdera) against Holder under the JBA pursuant to the terms through (d), it being expressly agreed and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned non-parties, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case (for clarity) except for (and without in any obligations manner limiting or applying to) claims or any other remedies that the Company may assert, pursue or obtain (i) against any Person that is party to, and pursuant to the terms and conditions of, the Confidentiality Agreement, (ii) against each Investor under, and pursuant to the terms and conditions of, the Guarantee, (iii) against each Investor in accordance with, and pursuant to the terms and conditions of, the Preferred Securities Commitment Letter, including for specific performance or other equitable relief of Holder under its obligation to fund its committed portions of the Preferred Securities Financing subject to the terms and conditions thereof, or (iv) against Parent or Teton Merger Sub or any other Parent Restructuring Entity under, and pursuant to the terms and conditions of, this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationContribution Agreement.
Appears in 1 contract
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or and future directorholders of any equity, officercontrolling persons, agentdirectors, Affiliateofficers, manager or employee of Holder (or any of its successors or assignees)employees, against any formeragents, current or future general or limited partnerattorneys, managercontrolled Affiliates, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formermembers, current or future director, officer, agent, employee, Affiliate, related party, assigneemanagers, general or limited partnerpartners, equityholder, manager or member stockholders and assignees of any of the foregoing (each, other than Hxxxxx it and its successors and permitted assigneescontrolled Affiliates, a “Holder Affiliate”)that all Action, claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, by or through a claim by or on behalf of Holder against the Holder Affiliateslimited partnership, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation limited liability company or other applicable lawentity veil or any other theory or doctrine, including alter ego or otherwise; provided ) that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, may be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based onupon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (a) this Agreement or any other agreement referenced herein or contemplated hereby or the transactions contemplated hereunder or thereunder (including the Financing Transactions), (b) the negotiation, execution or performance of this Agreement or any other agreement referenced herein or contemplated hereby (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such obligations other agreement), and (c) any breach or their creationviolation of this Agreement or any other agreement referenced herein or contemplated hereby, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (or any other agreement referenced herein or contemplated hereby, as applicable) and in accordance with, and subject to the terms of, this Agreement (or any other agreement referenced herein or contemplated hereby, in each case as applicable).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Infrastructure & Energy Alternatives, Inc.)
Non-Recourse. Notwithstanding anything to the contrary Except as expressly set forth in any other Transaction Agreement (including, but not limited to, any letter of transmittal), all claims, obligations, Liabilities, or causes of action (whether at law, in equity, in Contract, in tort or otherwise) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in any manner to this Agreement Agreement, or any document the negotiation, execution, or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits performance of this Agreement, covenants, agrees may be made only against the parties that are expressly identified in the preamble to this Agreement and acknowledges that no person other than Holder and its the successors and permitted assignees shall have assigns thereof (the “Contracting Parties”). No Person who is not a Contracting Party, including any obligation hereunder and that it has no rights of recovery againstcurrent, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current former or future directorequityholder, officerincorporator, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assigneecontrolling Person, general or limited partner, member, Affiliate, director, officer, employee, agent, consultant or representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, manager incorporator, controlling Person, general or member of limited partner, Affiliate, director, officer, employee, agent, consultant or representative of, and any lender to, any of the foregoing or any of their respective successors, predecessors or assigns (eachcollectively, other than Hxxxxx and its successors and permitted assignees, a the “Holder AffiliateNon-Party Affiliates”), shall have any liability (whether by in law or through attempted piercing in equity, whether in Contract or in tort or otherwise) for any claims, causes of the corporate veilaction, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingobligations, or by virtue of any statuteliabilities arising under, regulation or other applicable lawout of, in connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim 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)), including any alleged non-disclosure or misrepresentations made by any such Person or as a result of the 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 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 expressly set forth in any other Transaction Agreement (including, but not limited to, any letter of transmittal)) against any such obligations 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 any other Transaction Agreement (including, but not limited to, any letter of transmittal), Parent disclaims any reliance upon any Non-Party Affiliates with respect to the performance of this Agreement or their creationany 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.
Appears in 1 contract
Non-Recourse. (a) Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithto the contrary (and subject only to the specific contractual provisions hereof including this Section 9.8), each of the Buyer Parties hereby acknowledge, covenant and agree (on behalf of itself, its Affiliates, and notwithstanding any Person claiming by through or on behalf of such Buyer Party or its Affiliates) that, except in the fact case of Fraud, all claims, obligations, Liabilities, causes of action or proceedings (in each case whether at Law or in equity, and whether sounding in contract, tort, statute or otherwise) that Holder may be based upon, in respect of, arise under, out or by reason of, this Agreement, or the negotiation, execution, performance, or breach (whether willful, intentional, unintentional or otherwise) of this Agreement by the Company, any of its Subsidiaries, the Seller Representative, or any of its successors their respective Affiliates, including, without limitation, any representation or permitted assignees warranty made or alleged to be made in, in connection with, or as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of Liability, a “Recourse Theory”) may be a partnership, made or asserted only against (and are expressly limited liability company or similar domestic or foreign entity, Parent by its acceptance of to) the benefits of this Agreement, covenants, agrees and acknowledges that no person Company. No Person other than Holder and its successors and permitted assignees shall have the Company (including, without limitation, (i) any obligation hereunder and that it has no rights of recovery againstpast, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder direct or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formerindirect equityholder, current or future directormanagement company, officerAffiliate, agent, employeeattorney, Affiliateor representative of, related partyand any financial advisor to (all above-described Persons in this subclause (i), assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, each a “Holder AffiliateRelated Party”), whether by and (ii) any Related Party of such Related Parties (the Persons in subclauses (i) and (ii), collectively, “Non-Parties”)) shall have any Liability or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement obligation in respect of any assessment or by any legal or equitable proceedingRecourse Theory; provided, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly Parties agree and acknowledge that no liability whatsoever shall attach to, claims for Fraud may be imposed on, waived or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationhave been waived hereunder.
Appears in 1 contract
Non-Recourse. Notwithstanding anything Except to the contrary extent otherwise expressly set forth in the Confidentiality Agreement, Article 8 with respect to Redwood Design & Supply or any of the Transaction Documents, all Actions, obligations or liabilities (whether in contract or in tort, in law or in equity or granted by statute) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of manner to this Agreement, covenantsor the negotiation, agrees 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 acknowledges that no person other than Holder such representations and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery againstwarranties are those solely of) the Parties, and no recourse hereunder or under this Agreementonly to the extent applicable to such Party (which, for the Merger Agreementavoidance of doubt, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had againstlimited 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 Party, including any formerpast, current present or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder stockholder, Affiliate, agent, attorney, representative or member assignee of Holder (and any financial advisor or lender to, any Party, or any of its successors or assignees) or any Affiliate or related party thereof or against any formerpast, current present or future director, officer, agentemployee, employeeincorporator, member, partner, manager, stockholder, Affiliate, related partyagent, assigneeattorney, general representative or limited partnerassignee of and any financial advisor or lender to, equityholder, manager or member of any of the foregoing foregoing, shall have any liability (eachwhether in contract or in tort, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”), whether by in law or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or granted by virtue of statute) for any statuteActions, regulation obligations or other applicable lawliabilities arising under, out of, in connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason ofof this Agreement or its negotiation, such obligations execution, performance or their creationbreach (other than as expressly set forth in the Confidentiality Agreement or any of the other Transaction Documents); provided, however, that, notwithstanding the foregoing, nothing in this Section 10.12 shall operate to limit the common law liability of Seller to Buyer for fraud in the event Seller is finally determined by a court of competent jurisdiction to have willfully and knowingly committed fraud against Buyer, with the specific intent to deceive and mislead Buyer, regarding the representations and warranties made in this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Cronos Group Inc.)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach Party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and respective Affiliates, that it has no rights all actions, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)granted by statute, whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (a) this Agreement, the Debt Financing or the Transactions, (b) 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), (c) any breach or violation of this Agreement and (d) any failure of the Transactions or the Debt Financing to be consummated, in each case, may be made only against (and are those solely of) the Parties that are expressly identified as parties to this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement to the contrary, each Party hereto covenants, agrees and acknowledges, on behalf of itself and their respective Affiliates, that no recourse under this Agreement or in connection with any transactions contemplated hereby or the Debt Financing shall be had against any other Person, and no other Person, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity, or granted by statute, whether by or through a claim by attempted piercing of the corporate, limited partnership or on behalf limited liability company veil) for any claims, causes of Holder against the Holder Affiliatesaction, by the enforcement of obligations or liabilities arising under, out of, in connection with or related in any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewiththe immediately preceding clauses (a) through (d), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms it being expressly agreed and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d). No Person, other than the Parties, shall be responsible or liable for any damages which may be alleged as a result of this Agreement, the Debt Financing or the Transactions (or the termination or abandonment thereof). Notwithstanding anything to the contrary set forth in this Section 10.15, it is expressly understood and agreed that none of the foregoing shall limit, impair or otherwise affect the rights, liabilities or obligations of Holder under this Agreement any Person arising out of or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation.relating to
Appears in 1 contract
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement Agreement, or any document document, certificate or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall otherwise (together, the “Transaction Documents”), each of the Company, Parent and Stockholder acknowledges and agrees, on behalf of itself and its respective Related Persons (as defined below), that all Proceedings that may be had againstbased upon, in respect of, arise under, out of, by reason of, be connected with, or relate in any former, current or future director, officer, agent, Affiliate, manager or employee of Holder manner to (a) this Agreement or any Transaction Document or the Transactions, (b) the negotiation, execution or performance of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (this Agreement or any of its successors other Transaction Document (including any representation or assignees) warranty made in, in connection with, or any Affiliate or related party thereof or against any formeras an inducement to, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing documents), (eachc) any breach or violation of this Agreement or any other Transaction Document or (d) the failure of the Transactions to be consummated, other than Hxxxxx in each case may be made only against (and are those solely of) the Persons that are expressly identified Parties or as parties to any Transaction Document, as applicable. In furtherance and not in limitation of the foregoing, each of the Company, Parent and Stockholder acknowledges and agrees, on behalf of itself and its successors respective Related Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions shall be sought or had against any such other Person not a party to this Agreement or any Transaction Document, as applicable, and permitted assigneesno such other Person shall have any liabilities (whether in contract or in tort, a “Holder Affiliate”)in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the preceding clauses (a) through (d), it being expressly agreed and acknowledged that no liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any direct or indirect, past, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source, Affiliate, agent or other representative of Parent, the Company or Stockholder or any of their respective Affiliates (collectively, with such Person’s assignees, successors and assigns, the “Related Persons”), through the Company, Parent, Stockholder or their respective Subsidiaries or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Holder against the Holder Affiliatesany Party, as applicable, by the enforcement of any assessment or by any legal or equitable proceedingactions, suits, claims, investigations or proceedings, by virtue of any statute, regulation or other applicable lawLaw, or otherwise; provided . The Parties acknowledge and agree that (and notwithstanding anything to the contrary provided herein Related Persons are intended third-party beneficiaries of this Section 5.16. Nothing in this Agreement precludes the Parties or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the Related Persons from exercising any rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant Transaction Agreement or any other agreement to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (which they are specifically a party or with respect to any assignee hereof) as a an express third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to thereof, and nothing in this Agreement shall limit the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, any Related Person under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationother agreement to which they are specifically a party.
Appears in 1 contract
Samples: Support Agreement (Vistra Corp.)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Affiliates, that it has no rights all Actions, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingreason of, be connected with, or by virtue relate in any manner to: (a) this Agreement, the other Transaction Documents, the Transactions, (b) the negotiation, execution or performance of this Agreement, the other Transaction Documents or any statuteother agreement referenced herein (including any representation or warranty made in, regulation or other applicable lawin connection with, or otherwise; provided that (and notwithstanding anything to as an inducement to, this Agreement, the contrary provided herein other Transaction Documents or in any document or instrument delivered contemporaneously herewithsuch other agreement), (Ac) nothing any breach or violation of this Agreement, the other Transaction Documents, or any other agreement referenced herein, and (d) any failure of the transactions contemplated hereby or under any other agreement referenced herein shall limit to be consummated, in each case, may be made only against (and are those solely of) the rights of each Persons that are expressly identified as parties to this Agreement or, in the case of the other Transaction Documents and the other agreements referenced herein, the persons that are expressly named as parties to the JBA (other than Holder) against Holder under the JBA pursuant thereof, and, in accordance with, and subject to the terms and conditions of, this Agreement, such other Transaction Document or such other agreement referenced herein, as applicable. In furtherance and not in limitation of the JBAforegoing, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates, that no recourse under this Agreement or in connection with any of the Transactions shall be sought or had against any other Person, and no other Person shall have any liabilities or obligations (B) nothing herein shall limit the rights of each whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other parties theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the JBA items in clauses (other than Holdera) through (d) of the immediately preceding sentence, it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in clauses (a) through (d) of the immediately preceding sentence. Notwithstanding anything to the contrary herein or otherwise, except as contemplated in the proviso of the first sentence of this Section 8.14, with respect to each party hereto, no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, lender or Representative or Affiliate of such named party (the “Related Parties”) shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of Holder under this Agreement Agreement, the Transactions, or the transactions contemplated hereby, under valid termination or abandonment of any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.
Appears in 1 contract
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement Agreement, any other Transaction Document or any document document, certificate or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall otherwise, each party hereto acknowledges and agrees, on behalf of itself and its respective Related Persons, that all Actions that may be had againstbased upon, in respect of, arise under, out of, by reason of, be connected with, or relate in any manner to (a) this Agreement or any Transaction Document or the Transactions, (b) 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, any formerof the foregoing documents), current (c) any breach or future directorviolation of this Agreement or any other Transaction Document and (d) the failure of the Transactions to be consummated, officerin each case may be made only against (and are those solely of) the Persons that are expressly identified as parties hereto or thereto, agent, Affiliate, manager or employee of Holder as applicable (other than claims by Parent against the insurers under any buy side representations and warranty insurance policy obtained by Parent or any of its successors Affiliates). In furtherance and not in limitation of the foregoing, each party hereto acknowledges and agrees, on behalf of itself and its respective Related Persons, that no recourse under this Agreement or assignees), any other Transaction Document or in connection with any Transactions shall be sought or had against any formersuch other Person and no such other Person shall have any Liabilities (whether in contract or in tort, current in law or future general in equity or limited partnerotherwise, manager, equityholder or member of Holder (granted by statute or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or Liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any direct or indirect, past, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source (including, in the case of Parent, Merger Sub, Sponsor and their respective Affiliates, the Debt Financing Sources), Affiliate, agent or other Representative of any party hereto or any Affiliate of any party hereto (collectively, with such Person’s assignees, successors and assigns, the “Related Persons”), through Parent, Merger Sub, the Company, its Subsidiaries or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Holder against the Holder Affiliatesany party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable proceedingactions, suits, claims, investigations or proceedings, by virtue of any statute, regulation or other applicable law, or otherwise; provided , except for (i) claims against any Person that (is party to, and notwithstanding anything solely pursuant to the contrary provided herein or in any document or instrument delivered contemporaneously herewithterms and conditions of, the applicable Transaction Document(s), (Aii) nothing herein shall limit the rights claims of each of the other parties fraud, (iii) claims against any Person that is party to, and solely pursuant to the JBA terms and conditions of the, the Confidentiality Agreement, and (other than Holderiv) claims Parent or Merger Sub may, in their sole discretion, assert against Holder under the JBA Debt Financing Sources pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationDebt Commitment Letter.
Appears in 1 contract
Non-Recourse. Notwithstanding anything to Each party agrees, on behalf of itself and its Affiliates (and in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance case of the benefits of this AgreementCompany, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assigneesAssociated Parties), against any formerthat all Legal Actions (whether in Contract or in tort, current at Law or future general in equity or limited partnerotherwise, manager, equityholder or member of Holder (granted by statute or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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 (a) this Agreement, any other Transaction Document or the transactions contemplated hereunder or thereunder (including the Financing), (b) 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 Agreement or any other Transaction Document), (c) any breach or violation of this Agreement, any other Transaction Document and (d) any failure of the transactions contemplated hereunder or under any Transaction Document (including the Financing) to be consummated, in each case, may be made only against the Persons that are expressly identified as parties to this Agreement and, with respect to the Limited Guarantee only, may be made only against the Persons that are expressly identified as parties to the Limited Guarantee, in each case, solely as and to the extent specified, and on the terms and subject to the conditions set forth, herein or therein, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or any other Transaction Document to the contrary, and, in accordance with, and subject to the terms and conditions of, this Agreement each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates (and in the case of the Company, its Associated Parties), that no recourse under this Agreement, any other Transaction Document or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other Person, including any Parent Associated Party, and no other Person, including any Parent Associated Party, shall have any Liabilities (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by 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, Liabilities arising under, out of, in connection with or related in any manner to the items listed in the first sentence of this Section 8.17, it being expressly agreed and acknowledged that no personal Liability or losses whatsoever shall attach to, be imposed on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or otherwise be incurred by any legal of the aforementioned, as such, arising under, out of, in connection with or equitable proceeding, or by virtue of related in any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewith)the first sentence of this Section 8.17, in each case, except for claims that the parties, as applicable, may assert against (Ai) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA Guarantors, if, as and when required pursuant to the terms and conditions of the JBA, Limited Guarantee or (ii) against any Person that is party to and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) solely pursuant to the terms and conditions thereofof, the Confidentiality Agreement. The parties hereto expressly agree and acknowledge that Notwithstanding anything to the contrary herein or otherwise, no liability whatsoever Parent Associated Party shall attach to, be imposed on, responsible or otherwise be incurred by any Holder Affiliate, as such, liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.
Appears in 1 contract
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnershipby execution hereof, limited liability company or similar domestic or foreign entity, Parent by its acceptance each of the benefits of this Agreement, Parties covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no, and no other Person has any, rights of recovery whatsoever under this Agreement against, or any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, any transaction under or in connection with this Agreement, or in respect of any representations (whether written or oral) made or alleged to be made in connection herewith, against, and no recourse hereunder personal liability whatsoever shall attach to, be imposed upon or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had againstincurred by, any former, current or future directorequity holders, officercontrolling persons, agentdirectors, Affiliateofficers, manager employees, agents, advisors, representatives, Affiliates, members, managers or employee general or limited partners of Holder (or any of its successors the Parties or assignees), against any former, current or future general or limited partnerstockholder, managercontrolling person, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholdermember, manager manager, advisors, representatives, Affiliate or member agent of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, each a “Holder AffiliateNon-Recourse Party”), through such Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder such Party or otherwise against the Holder Affiliatesany Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or , in any document or instrument delivered contemporaneously herewith)each case, (A) nothing herein shall limit the other than rights of each of the other parties to the JBA recovery and claim that a Party has (other than Holdera) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder another Party (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if anyits successors or assigns, including the Liquidating Entity) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed onof this Agreement, or otherwise be incurred by any Holder Affiliateagreement entered into pursuant to this Agreement, as suchincluding the Contribution Agreement, for Purchase Agreement and the Transition Services Agreement, (b) from Guarantor (but not any obligations other Non-Recourse Party) under the Guarantee, and (c) in respect of Holder under the Confidentiality Agreement or the Access Agreement (the claims described in clauses (a), (b), and (c), the “Non-Prohibited Claims”). Each of the Parties hereby covenants and agrees that it shall not institute, and it shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, this Agreement or the transactions contemplated herebythereby, under any documents or instruments delivered in connection herewith, or except for any claim based on, in respect of, or by reason of, such obligations or their creationNon-Prohibited Claims.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Industrial Income Trust Inc.)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors affiliates and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights all Actions, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified as parties to this Agreement and, in accordance with, and subject to the terms and conditions of this Agreement, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective affiliates and Related Parties, that no recourse under this Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party, and no other person, including any Parent Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by attempted piercing of the corporate, limited partnership or on behalf of Holder against the Holder Affiliateslimited liability company veil or any other theory or doctrine, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, including alter ego or otherwise; provided that (and notwithstanding anything ) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewith), the immediately preceding clauses (A) nothing herein through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall limit the rights of each attach to, be imposed on or otherwise be incurred by any of the other parties aforementioned, as such, arising under, out of, in connection with or related in any manner to the JBA items in the immediately preceding clauses (other than HolderA) through (D), in each case, except for claims that the Company may assert against Holder under the JBA Guarantors, if, as and when required pursuant to the terms and conditions of the JBALimited Guarantee. Notwithstanding anything to the contrary herein or otherwise, and (B) nothing herein no Parent Related Party shall limit the rights be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of each of this Agreement, the other parties to the JBA (Transaction Documents or any other than Holder) and Parent against Holder (agreement referenced herein or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diamond Resorts International, Inc.)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement, any Ancillary Agreement or any document document, certificate or instrument delivered contemporaneously herewithin connection herewith or therewith, each party hereto hereby acknowledges and notwithstanding the fact that Holder or any agrees, on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Non-Recourse Parties, that it has no rights right of recovery against, and no recourse hereunder or under personal liability shall attach to any other party to this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) Shareholder or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any Non-Recourse Party of the foregoing (eachforegoing, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)through any such Person or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Holder Parent against any other party to this Agreement, the Holder AffiliatesShareholder, the Shareholder Representative or any Non-Recourse Party of the foregoing, on the one hand, or by or on behalf of the Company or the Shareholder or any Non-Recourse Party of the foregoing, on the other hand, by the enforcement of any assessment or by any legal or equitable proceedingLitigation, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; provided , except for (a) claims against any Person that is identified as a party to this Agreement (but not the Shareholder or any Non-Recourse Party of the Shareholder or any Non-Recourse Party of any party to this Agreement) under and notwithstanding anything to the contrary extent expressly provided for in this Agreement, subject to the limitations set forth herein, (b) claims against any Person identified as a party to an Ancillary Agreement (but not any Non-Recourse Party of such Person) under and to the extent expressly provided in such Ancillary Agreement, subject to the limitations set forth herein and therein, (c) claims under and to the extent expressly permitted pursuant to Section 9.5, subject to the limitations set forth therein and (d) [***] (the foregoing (a) through (d), the “Permitted Claims”). The Permitted Claims shall be the sole and exclusive remedy of Parent, Merger Sub, the Company, each Purchased Company, the Shareholder and any Non-Recourse Party of the foregoing against any other such Person or any of their respective Non-Recourse Parties or any other Person, in each case, in respect of any Losses or other Liabilities arising under, related to, or in connection with, this Agreement, any document Ancillary Agreement or any document, certificate or instrument delivered contemporaneously herewith)in connection herewith or therewith, (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated herebyhereby or thereby. Each party hereto hereby acknowledges, under agrees and covenants, on behalf of itself and its Non-Recourse Parties and Representatives, that it and they shall not institute, and it and they shall cause their respective Affiliates not to institute, any documents Litigation or instruments bring any other claim arising under, related to, or in connection with, this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewithherewith or therewith, or the transactions contemplated hereby or thereby against any other such Person or any of their respective Non-Recourse Parties or any other Person, except for the Permitted Claims. Notwithstanding anything that may be expressed or implied in this Agreement, any claim based onAncillary Agreement or any document, certificate or *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. instrument delivered in connection herewith or therewith, in respect ofno event shall Parent, Merger Sub, the Company, any Purchased Company, the Shareholder, the Shareholder Representative or any Non-Recourse Party of any of the foregoing be liable for [***], as a result of or in connection with the execution, delivery or performance of (or failure to perform) this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, or by reason of, such obligations the transactions contemplated hereby or their creationthereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Emergent BioSolutions Inc.)
Non-Recourse. Notwithstanding anything Other than in the event of fraud (and then only with respect to the contrary party committing such fraud) but notwithstanding anything else that may be expressed or implied in this Agreement, any Ancillary Agreement or any document document, certificate or instrument delivered contemporaneously herewithin connection herewith or therewith, each party hereby acknowledges and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights right of recovery against, and no recourse hereunder or under this Agreementpersonal liability shall attach to, the Merger Agreementformer, the JBAcurrent or future direct or indirect equity holders (other than Parent and its Subsidiaries), Hxxxxx’s ECL (if any) directors, officers, employees, incorporators, agents, attorneys, representatives, Affiliates, members, managers, general or any documents limited partners or instruments delivered in connection herewith assignees of Parent, Seller or therewith shall be had against, Buyer or any former, current or future direct or indirect equity holder, director, officer, agentemployee, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officerincorporator, agent, employeeattorney, Affiliate, related party, assigneerepresentative, general or limited partner, equityholdermember, manager manager, Affiliate, agent, assignee or member representative of any of the foregoing (eachcollectively (but not including Seller, other than Hxxxxx and its successors and permitted assigneesBuyer or Parent), a the “Holder AffiliateParty Affiliates”), through Parent, Seller or Buyer or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Holder against the Holder AffiliatesBuyer, Parent or Seller by the enforcement of any assessment or by any legal or equitable proceedingLitigation, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to this Agreement, the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Ancillary Agreement or the transactions contemplated herebyhereby or thereby, except for Buyer’s rights to recover from the Seller and Parent, or Parent’s and Seller’s right to recover from Buyer (but not any of their respective Party Affiliates) under and to the extent provided for in this Agreement or any documents Ancillary Agreement or instruments document, certificate or instrument delivered in connection herewithherewith or therewith, subject to the limitations described herein or for any claim based on, in respect of, or by reason of, such obligations or their creationtherein.
Appears in 1 contract
Non-Recourse. Notwithstanding anything This Agreement may only be enforced against the named parties hereto (subject to the contrary terms, conditions and other limitations set forth herein), and (a) all claims or causes of action that may be expressed based upon, arise out of or implied in relate to this Agreement Agreement, the negotiation, execution or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits performance of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights the termination of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, failure to consummate the JBA, Hxxxxx’s ECL (if any) transactions contemplated hereby or any documents claims or instruments delivered in connection herewith actions under applicable Laws arising out of any such breach, termination or therewith shall failure, may be had againstmade only against the Persons that are expressly identified as parties hereto and (b) no past, any former, current present or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliateincorporator, related party, assigneemember, general or limited partner, equityholderstockholder, manager Financing Source, controlling person, Optionholder, RSUholder, Warrantholder, trustee, Affiliate, agent, attorney, successors and assigns or member representative of any party hereto (including any person negotiating or executing this Agreement on behalf of a party hereto) shall have any liability or obligation with respect to this Agreement or any of the foregoing (eachother Transaction Documents or with respect to any claim or cause of action that may arise out of or relate to this Agreement or any of the other Transaction Documents, other than Hxxxxx or the negotiation, execution or performance of this Agreement. Nothing in this Section 7.17 shall be deemed to alter, modify, replace or limit the terms, provisions and agreements set forth in Section 7.1. Notwithstanding anything herein to the contrary, none of the Financing Sources will have any liability to the Company or any of its successors and permitted assigneesAffiliates relating to or arising out of this Agreement, a “Holder Affiliate”)the Debt Financing or otherwise, whether by at law or through attempted piercing in equity, in contract, tort or otherwise, and neither the Company nor any of its Affiliates shall have any rights or claims against any of the corporate veil, by Financing Sources hereunder or through a claim by or on behalf of Holder against the Holder Affiliates, 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; thereunder (provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each the Company and its Affiliates from and after the Effective Time under any Debt Commitment Letter or Definitive Financing Arrangements (but not, for the avoidance of the other parties doubt, this Agreement) to the JBA (other than Holderextent the Company and/or such Affiliate(s) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-are party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationthereto).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ari Network Services Inc /Wi)
Non-Recourse. Notwithstanding anything to the contrary This Agreement may only be enforced against, and any claims or causes of action that may be expressed based upon, arise out of or implied in relate to this Agreement Agreement, or any document the negotiation, execution or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits performance of this Agreement, covenantsmay only be made against the entities that are expressly identified as parties hereto, agrees and acknowledges including entities that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery againstbecome parties hereto after the date hereof, and no recourse hereunder former, current or under this Agreementfuture equity holders, the Merger Agreementcontrolling persons, the JBAgeneral or limited partners, Hxxxxx’s ECL (if any) management companies, members, managers, directors, officers, employees, agents or affiliates of any documents party hereto or instruments delivered in connection herewith or therewith shall be had against, any former, current or future equity holder, controlling person, director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholdermember, manager manager, agent or member affiliate of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder AffiliateNon-Recourse Party”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of ) shall have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations or liabilities of Holder under the parties to this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim (whether in tort or contract, in law or in equity, or as otherwise granted by applicable statute) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations or warranties made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party hereto or any of its affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. To the maximum extent permitted by applicable law, each party hereto (i) waives and releases the Non-Recourse Parties from all such obligations liability, obligation and responsibility (whether now existing or their creationthat may come into existence in the future), (ii) agrees to make all claims related to such liability, obligation or responsibility under and pursuant to this Agreement solely against the parties hereto (including entities that become parties hereto after the date hereof), (iii) agrees that it has not relied on any statement of any 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 enter into this Agreement and (iv) acknowledges that the foregoing waiver and release and agreements are part of the consideration hereunder. Notwithstanding the foregoing, nothing in this Section 5.15 shall exclude, preclude or otherwise limit or affect any claim involving, or remedy for, fraud, including, without limitation, any rights or remedies under laws relating to fraudulent conveyances, whether brought in law or equity.
Appears in 1 contract
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees Party may be a partnershipcorporation, partnership or limited liability company or similar domestic or foreign entitycompany, Parent each Party, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person Persons other than Holder and its successors and permitted assignees the Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) any other Ancillary Agreements or in respect of any documents oral representations made or instruments delivered alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of Holder any Party (or any of its their successors or permitted assignees), against any former, current current, or future general or limited partner, manager, equityholder shareholder or member of Holder any Party (or any of its their successors or permitted assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related partymanager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, equityholdershareholder, manager or member of any of the foregoing foregoing, but in each case not including the Parties (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Non-Party 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 Holder such Party against the Holder Non-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingLegal Proceeding, or by virtue of any statute, regulation or other applicable lawLaws, or otherwise; provided that (it being agreed and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Non-Party Affiliate, as such, for any obligations of Holder the applicable Party under this Agreement or the transactions contemplated herebyTransactions, under any documents other Ancillary Agreements, in respect of any oral representations made or instruments delivered alleged to be made in connection herewithherewith or therewith, or for any claim Action (whether in tort, Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement (including the Ancillary Agreements) if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of any limitations herein, this Agreement may only be enforced against, and any Action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 11.2. This Section 11.2 shall be binding on all successors and assigns of the Parties.
Appears in 1 contract
Samples: Business Combination Agreement (Horizon Acquisition Corp II)
Non-Recourse. Notwithstanding anything to the contrary This Agreement may only be enforced against, and any Action that may be expressed based upon, in respect of, arise under, out of or implied by reason of, be connected with or relate in any manner to this Agreement Agreement, or any document the negotiation, execution, performance or instrument delivered contemporaneously herewithbreach (whether willful, intentional, unintentional or otherwise and notwithstanding the fact that Holder whether sounding in contract, tort or any of its successors or permitted assignees may be a partnershipotherwise), limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenantsincluding, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall without limitation, any representation or warranty made or alleged to have any obligation hereunder and that it has no rights of recovery againstbeen made in, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith with or therewith shall as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be had againstmade or asserted against (and are expressly limited to) the Persons that are expressly identified as the Parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such. No Person who is not a Party hereto (including without limitation, (a) any former, current or future direct or indirect equity holder, controlling Person, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, manager attorney or employee representative of, and any financial advisor or lender to (all above-described Persons in this subclause (a), collectively, “Affiliated Persons”) a party hereto or any Affiliate of Holder such party, and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto will have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory. Without limiting the rights of any Party hereto against the other Parties hereto as set forth herein, in no event will any Party hereto, any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (Affiliates or any of its successors or assignees) or any Affiliate or related party thereof or against any formerPerson claiming by, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement any of them institute any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, Action under any documents or instruments delivered in connection herewith, or for Recourse Theory against any claim based on, in respect of, or by reason of, such obligations or their creationnon-Party.
Appears in 1 contract
Samples: Sale and Purchase Agreement (HL Acquisitions Corp.)
Non-Recourse. Notwithstanding anything in this Agreement to the contrary contrary, (i) the obligations and liabilities of the Company under this Agreement and all other obligations, liabilities, claims, losses, damages of, or Litigation against, (whether in law or in equity and whether based on contract, in tort or otherwise) the Company that may be expressed based on, arise out of or implied in relate to this Agreement (including any breach or alleged breach hereof), the negotiation, execution or performance hereof or the transactions contemplated hereby or in respect of any other document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder theory of law or equity or in respect of any of its successors oral or permitted assignees may written representations made or alleged to be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered made in connection herewith or therewith shall therewith, whether at law or equity, in contract, in tort or otherwise, will be had against, without recourse of any kind to any former, current or future directordirect or indirect stockholders, officerequity holders, agentcontrolling persons, Affiliateportfolio companies, manager directors, officers, employees, general or employee limited partners, members, managers, trustees, attorneys, agents, representatives or Affiliates of Holder (the Company, or any of its successors or assignees), against any former, current or future general direct or limited partnerindirect stockholder, managerequity holder, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formercontrolling person, current or future portfolio company, director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholdermember, manager manager, trustee, attorney, agent, representative or member Affiliate of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder AffiliateCompany Related Party”) and (ii) the obligations and liabilities of Parent and Merger Sub under this Agreement and all other obligations, liabilities, claims, losses, damages of, or Litigation against, (whether in law or in equity and whether based on contract, tort or otherwise) Parent or Merger Sub that may be based on, arise out of or relate to this Agreement or the Financing Commitments (including any breach or alleged breach hereof or thereof), the negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or thereby or in respect of any other document or theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether by at law or through attempted piercing equity, in contract, in tort or otherwise, will be without recourse of any kind to any Parent Related Party, except that (w) the corporate veilParent Related Parties may assert claims, by or through a claim by otherwise commence Litigation, against each other, (x) the Company may assert claims, or on behalf of Holder otherwise commence Litigation, against the Holder AffiliatesGuarantors under, 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; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant subject to the terms and conditions of of, the JBAGuarantees, (y) the Company may assert claims, or otherwise commence Litigation, against the Guarantors under, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant subject to the terms and conditions thereof. The parties hereto expressly agree of, the Equity Commitments and acknowledge that no liability whatsoever shall attach to, be imposed on(z) the Company may assert claims, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated herebycommence Litigation, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationaccordance with the Confidentiality Agreements against the other Persons party thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Neiman Marcus Group LTD Inc.)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees Party may be a corporation, partnership, or limited liability company or similar domestic or foreign entitycompany, Parent each Party, by its acceptance of the benefits of this Agreement, covenants, agrees agrees, and acknowledges that no person Persons other than Holder and its successors and permitted assignees the Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) any other Ancillary Agreements or in respect of any documents oral representations made or instruments delivered alleged to be made in connection herewith or therewith shall be had against, any former, current current, or future director, officer, agent, Affiliate, manager manager, assignee, incorporator, controlling Person, fiduciary, Representative, or employee of Holder any Party (or any of its their successors or permitted assignees), against any former, current current, or future general or limited partner, manager, equityholder shareholder or member of Holder any Party (or any of its their successors or permitted assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related partymanager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, equityholdershareholder, manager manager, or member of any of the foregoing foregoing, but in each case not including the Parties (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Non-Party 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 Holder such Party against the Holder Non-Party Affiliates, by the enforcement of any assessment assessment, or by any legal or equitable proceedingLegal Proceeding, or by virtue of any statute, regulation or other applicable lawLaws, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly Parties hereby agree and acknowledge that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Non-Party Affiliate, as such, for any obligations of Holder the applicable Party under this Agreement or the transactions contemplated herebyTransactions, under any documents other Ancillary Agreements, in respect of any oral representations made or instruments delivered alleged to be made in connection herewithherewith or therewith, or for any claim Action (whether in tort, Contract, or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement (including the Ancillary Agreements) if such Non-Party Affiliate is party to such document, agreement, or instrument. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of any limitations herein, this Agreement may only be enforced against, and any Action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution, or performance of this Agreement, may only be brought against the entities that are named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 11.2. This Section 11.2 shall be binding on all successors and assigns of the Parties.
Appears in 1 contract
Samples: Business Combination Agreement (PROOF Acquisition Corp I)
Non-Recourse. Notwithstanding anything Except to the contrary extent otherwise set forth in the other Transaction Documents, 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 expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of manner to this Agreement, covenantsor the negotiation, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have execution, or performance of this Agreement (including any obligation hereunder and that it has no rights of recovery againstrepresentation or warranty made in, and no recourse hereunder in connection with, or under as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Merger AgreementPersons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, the JBAincluding any current, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current former or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder stockholder, Company Stockholder, Affiliate, agent, attorney, representative or member of Holder (assignee of, and any financial advisor to any Contracting Party, or any of its successors or assignees) or any Affiliate or related party thereof or against any formercurrent, current former or future director, officer, agentemployee, employeeincorporator, member, partner, manager, stockholder, Affiliate, related partyagent, assigneeattorney, general representative or limited partnerassignee of, equityholderand any financial advisor or lender to, manager or member of any of the foregoing (eachcollectively, other than Hxxxxx and its successors and permitted assignees, a the “Holder AffiliateNonparty Affiliates”), shall have any liability (whether by in contract or through attempted piercing of the corporate veilin tort, by in law or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or granted by virtue statute) for any claims, causes of any statuteaction, regulation or other applicable lawobligations, or otherwise; provided that (and notwithstanding anything to the contrary provided herein liabilities arising under, out of, in connection with, or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason ofof this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other 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 other Transaction Documents, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or their creationcauses 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ww International, Inc.)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach Party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights of recovery againstall Legal Proceedings (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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: (a) this Agreement, any of the other Transaction Documents or the Merger (including the Financing) or any other transactions contemplated hereunder or thereunder; (b) the negotiation, execution or performance this Agreement or any of the other Transaction Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement or any of the other Transaction Documents; and (d) any failure of the Merger (including the Financing) or any other transactions contemplated hereunder or thereunder to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents and 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 other 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 other Transaction Documents or in connection with the Merger (including the Financing) or any other transactions contemplated hereunder or under any other Transaction Document will be sought or had against any other Person, including any Related Party, and no other Person, including any Related Party, will have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by 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 or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever will attach to, be imposed on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or otherwise be incurred by any legal of the aforementioned, as such, arising under, out of, in connection with or equitable proceeding, or by virtue of related in any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewiththe immediately preceding clauses (a) through (d), in each case, except for claims 113 that the Company, Parent or Merger Sub, as applicable, may assert (A) nothing herein shall limit the rights of each of the other parties subject, with respect to the JBA following clauses (other than Holderii) and (iii), in all respects to the limitations set forth in Section 8.2(b), Section 8.3(f), Section 8.3(g), Section 8.3(h), Section 9.8(b) and this Section 9.14): (i) against Holder under any Person that is party to, and solely pursuant to the JBA terms and conditions of, the Confidentiality Agreement; (ii) against each Guarantor under, if, as and when required pursuant to the terms and conditions of the JBAGuarantee; (iii) against the equity providers for specific performance of their obligation to fund their committed portions of the Equity Financing solely in accordance with, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereofof, Section 6 of the Equity Commitment Letter; or (iv) against the Company, Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under Notwithstanding anything to the contrary in this Agreement or any of the transactions contemplated herebyother Transaction Documents, under no Parent Related Party will be responsible or liable for any documents multiple, consequential, indirect, special, statutory, exemplary or instruments delivered in connection herewithpunitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents or the Merger (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rackspace Hosting, Inc.)
Non-Recourse. Notwithstanding anything This Agreement may only be enforced against, and any Claim based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the Persons that are expressly named as parties hereto and then only with respect to the contrary that may be expressed or implied 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 or any document or instrument delivered contemporaneously herewithand not otherwise), and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnershipno past, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, incorporator, member, partner, stockholder, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employeeattorney, Affiliate, related party, assignee, general advisor or limited partner, equityholder, manager Representative or member Affiliate of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder AffiliateNon-Recourse Party”)) shall have any liability (whether in contract, whether by tort, equity or through attempted piercing otherwise) for any one or more of the corporate veilrepresentations, by warranties, covenants, agreements or through a claim by other obligations or on behalf of Holder against the Holder Affiliates, by the enforcement liabilities of any assessment one or by more of the Company, the Purchaser or Merger Sub 1 under this Agreement of or for any legal or equitable proceedingClaim based on, arising out of, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything related to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby. Without limiting the foregoing, under no claim will be brought or maintained by the Purchaser or any documents other Purchaser Indemnified Party or instruments any of their respective successors or permitted assigns against any Non-Recourse Party which is not otherwise expressly identified as a party 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 hereto set forth or contained in this Agreement or any exhibit or schedule hereto or any certificate delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationhereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (U.S. Silica Holdings, Inc.)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights of recovery againstall Proceedings (whether in contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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 through a claim by relate in any manner to: (a) this Agreement, any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated herein (the “Ancillary Documents”), or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement or any of the Ancillary Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the Ancillary Documents); (c) any breach or violation of this Agreement or any of the Ancillary Documents; and (d) any failure of any of the transactions contemplated hereunder or thereunder (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the case of the Ancillary Documents, Persons expressly identified as parties to such Ancillary Documents and in accordance with, and subject to the terms and conditions of, this Agreement or such Ancillary Documents, as applicable. Notwithstanding anything in this Agreement or any of the Ancillary Documents to the contrary, each party agrees, on behalf of Holder itself and its Related Parties, that no recourse under this Agreement or any of the Ancillary Documents or in connection with any of the transactions contemplated hereunder or thereunder (including the Financing) will be sought or had against any other Person, including any Related Party and any Debt Financing Sources, and no other Person, including any Related Party and any Debt Financing Sources will have any liability or obligation, for any claims, causes of action or liabilities arising under, out of, in connection with or related in any manner to the Holder Affiliatesitems in the immediately preceding clauses (a) through (d), by the enforcement of any assessment it being expressly agreed and acknowledged that no personal liability, obligation or losses whatsoever will attach to, be imposed on or otherwise be incurred by any legal of the aforementioned, as such, arising under, out of, in connection with or equitable proceeding, or by virtue of related in any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewiththe immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (A) nothing herein shall limit the rights of each of the other parties subject, with respect to the JBA following clauses (other than Holderii) and (iii), in all respects to the limitations set forth in Section 8.2, Section 8.3 and this Section 9.17) (i) against Holder under the JBA any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement or a Tender and Support Agreement, (ii) against each Investor for specific performance of its obligation to fund its committed portion of the JBAEquity Financing solely in accordance with, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereofof, Section 6 of the Equity Commitment Letter or (iii) against the Company, Parent or Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under Notwithstanding anything to the contrary in this Agreement or any of the Ancillary Documents, no Parent Related Party or any Debt Financing Sources will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement (other than for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages solely with respect to Parent or Merger Sub) or any of the Ancillary Documents or any of the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.
Appears in 1 contract
Non-Recourse. Notwithstanding anything to the contrary contained herein, except with respect to (i) any claims against a Person in respect of its intentional fraud relating to the subject matter of any of the representations and warranties in Article IV or Article V, as applicable, of this Agreement and (ii) breaches of the Voting Agreement by the Company stockholders party thereto or the Termination and Release Agreement by the parties thereto, this Agreement may only be enforced against or by, and any claims or causes of action that may be expressed based upon, arise out of or implied in relate to this Agreement, or the negotiation, execution or performance of this Agreement or any document the transactions contemplated hereby, may only be made against or instrument delivered contemporaneously herewith, by the entities that are expressly identified as parties to this Agreement in their capacities as such and notwithstanding then only with respect to the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, obligations expressly set forth herein with respect to such party and no recourse hereunder former, current or under this Agreementfuture direct or indirect stockholders, the Merger Agreementequity holders, the JBAcontrolling persons, Hxxxxx’s ECL (if any) directors, officers, employees, general or limited partners, members, managers, agents or Related Parties of any documents party hereto, or instruments delivered in connection herewith or therewith shall be had against, any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholdermember, manager manager, agent or member Related Party of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder AffiliateNon-Recourse Party”), whether by ) shall have any liability hereunder or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, 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; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations or liabilities of Holder under the parties to this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations the transactions contemplated hereby or in respect of any representations (whether written or oral) made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover damages under this Agreement from, any Non-Recourse Party (including any of the Eligible Holders), except with respect to (i) any claims against a Person in respect of its intentional fraud relating to the subject matter of any of the representations and warranties in Article IV or Article V, as applicable, of this Agreement and (ii) breaches of the Voting Agreement by the Company stockholders party thereto or the Termination and Release Agreement by the parties thereto. For the avoidance of doubt, neither the Company nor any of its Subsidiaries is a Non-Recourse Party. Notwithstanding anything to the contrary contained herein, neither the Company nor any of its Non-Recourse Parties solely in their creationrespective capacities as such, shall have any rights or claims in connection with this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby against any lender or any Affiliate thereof or any of their respective directors, officers, employees, agents or representatives or other Persons that have committed to provide or otherwise entered into agreements in connection with the Debt Financing (other than Parent and its Subsidiaries).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Acadia Healthcare Company, Inc.)
Non-Recourse. Notwithstanding anything Each party hereto agrees, on behalf of itself and its controlled Affiliates, that, except in the event of Fraud by any Indemnitor (in which case the Indemnitee shall be entitled to pursue recourse against such Indemnitor with respect to such Fraud to the contrary that may be expressed or implied in fullest extent allowed under this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assigneesapplicable Legal Requirements), against any formerall Legal Proceedings, current claims, obligations, Liabilities or future general causes of action (whether in contract or limited partnerin tort, managerin law or in equity or otherwise, equityholder or member of Holder (granted by statute or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under: (a) this Agreement, (b) the Holder Affiliatesnegotiation, by the enforcement of any assessment execution or by any legal or equitable proceedingperformance this Agreement, or by virtue (c) any breach or violation of any statutethis Agreement, regulation or other applicable lawin each case, or otherwise; provided that may be made only against (and notwithstanding anything to are those solely of) the contrary provided Persons that are expressly identified herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other as parties to the JBA (other than Holder) against Holder under the JBA pursuant this Agreement and, in accordance with, and subject to the terms and conditions of this Agreement. In furtherance and not in limitation of the JBAforegoing, and (B) nothing notwithstanding anything contained in this Agreement or any other agreement referenced herein shall limit the rights of each of the other parties or otherwise to the JBA contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective controlled Affiliates, that, except in the event of Fraud by any Indemnitor (other than Holder) and Parent in which case the Indemnitee shall be entitled to pursue recourse against Holder (or such Indemnitor with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant such Fraud to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder fullest extent allowed under this Agreement and the applicable Legal Requirements), no recourse under this Agreement shall be sought or had against any other Person and no other Person shall have any Liabilities or obligations (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the transactions contemplated herebycorporate, under limited partnership or limited liability company veil or any documents other theory or instruments delivered doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or Liabilities arising under, out of, in connection herewith, with or for any claim based on, related to the items in respect of, or by reason of, such obligations or their creationthe immediately preceding clauses “(a)” through “(c).”
Appears in 1 contract
Samples: Agreement and Plan of Merger and Stock Purchase Agreement (RealPage, Inc.)
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights of recovery againstall Legal Proceedings (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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: (a) this Agreement, any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance this Agreement or any of the other Transaction Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement or any of the other Transaction Documents and (d) any failure of any of the transactions contemplated hereunder or thereunder (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents and 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 other 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 other Transaction Documents or in connection with any of the transactions contemplated hereunder (including the Financing) or under any other Transaction Document will be sought or had against any other Person, including any Related Party and any Debt Financing Sources Related Party, and no other Person, including any Related Party and any Debt Financing Sources Related Party, will have any liabilities (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by 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 or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal Liability or losses whatsoever will attach to, be imposed on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or otherwise be incurred by any legal of the aforementioned, as such, arising under, out of, in connection with or equitable proceedingrelated in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or by virtue of Merger Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2, Section 8.3(c), Section 8.3(d), Section 9.12 and this Section 9.15) (i) against any statutePerson that is party to, regulation or other applicable lawand solely pursuant to the terms and conditions of, or otherwise; provided that the Confidentiality Agreement, (ii) against each Guarantor (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith)their legal successors and assigns of their obligations hereunder) under, (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA and pursuant to the terms and conditions of the JBALimited Guarantee, (iii) against each Guarantor for specific performance of its obligation to fund its committed portions of the Equity Financing in accordance with, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach toof, be imposed onthe Equity Commitment Letter, or otherwise be incurred by any Holder Affiliate(iv) against the Company, as suchParent, for any obligations of Holder under Merger Sub and the Debt Financing Borrower solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents, no Parent Related Party or Debt Financing Sources Related Party will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based onof the foregoing. This Section 9.15 is subject to, in respect and does not alter the scope or application of, or by reason of, such obligations or their creationSection 9.12.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amag Pharmaceuticals, Inc.)
Non-Recourse. Notwithstanding anything to Each party agrees, on behalf of itself and its Affiliates (and, in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance case of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this AgreementCompany, the Merger AgreementCompany Related Parties, and, in the case of Parent, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assigneesParent Related Parties), against any formerthat all Actions, current claims, obligations, liabilities, or future general causes of action (whether in contract or limited partnerin tort, managerin Law, equityholder or member of Holder (in equity or any of its successors otherwise, or assignees) granted by statute or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership, or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate to: (A) this Agreement, any statute, regulation other Transaction Document or any other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided agreement referenced herein or in any document therein or instrument delivered contemporaneously herewiththe transactions contemplated hereunder or thereunder (including the Financing), (AB) nothing the negotiation, execution or performance this Agreement, any other Transaction Document or any other agreement referenced herein shall limit the rights or therein (including any representation or warranty made in, in connection with, or as an inducement to this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of each this Agreement, any other Transaction Document or any other agreement referenced herein or therein, and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to the JBA (other than Holder) against Holder under the JBA pursuant this Agreement in accordance with, and subject to the terms and conditions of, this Agreement (but subject to the exceptions set forth in the next sentence). Notwithstanding anything contained in this Agreement, any other Transaction Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees, and acknowledges, on behalf of itself and its respective Affiliates (and, in the case of the JBACompany, the Company Related Parties, and, in the case of Parent, the Parent Related 105 Parties), that no recourse under this Agreement, any other Transaction Document, or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other Person, including any Company Related Party, any Parent Related Party, and any Debt Financing Sources Related Party, and no other Person, including any Company Related Party, any Parent Related Party, and any Debt Financing Sources Related Party, shall have any liabilities or obligations (B) nothing herein shall limit the rights of each whether in contract or in tort, in Law, or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, or limited liability company veil or any other parties theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related to the JBA items in the immediately preceding clauses (other than HolderA) through (D), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with, or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent, or Merger Sub, as applicable, may assert (subject with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.02 and this Section 9.13): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (ii) against each Guarantor under, if, as, and when required pursuant to the terms and conditions of, the Guarantee; (iii) against the equity providers for specific performance of their obligation to fund their committed portions of the Equity Financing, solely in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter; or (iv) against the Company, Parent, and Merger Sub, solely in accordance with, and pursuant to the terms and conditions of, this Agreement and (2) Parent and its Affiliates may assert, including by bringing an Action, against the Debt Financing Sources pursuant to the terms and conditions of the Commitment Letters. Notwithstanding anything to the contrary herein or otherwise, no Company Related Party, Parent Related Party, or Debt Financing Sources Related Party shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary, or punitive damages that may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents, or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aspen Insurance Holdings LTD)
Non-Recourse. Notwithstanding anything herein to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithcontrary, and notwithstanding the fact that Holder or any each party agrees, on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights of recovery againstall Proceedings (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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 of or by reason of, be connected with, or relate in any manner to: (a) this Agreement, any other Transaction Document, the Arrangement or the transactions contemplated hereunder or thereby; (b) the negotiation, execution or performance of any Transaction Document (including any representation or warranty made in connection with, or as an inducement to any Transaction Document); (c) any breach or violation of this Agreement or any other Transaction Document; and (d) any failure of the Arrangement (including the Financing) or any other transactions contemplated hereunder or thereunder to be consummated, in each case, may be made only against (and are those solely of), in this case of this Agreement, the Persons that are expressly identified as parties to this Agreement, and in the case of the other Transaction Documents, the applicable parties thereto, and in accordance with, and subject to the terms and conditions of such Transaction Documents. Notwithstanding anything in this Agreement or any of the other 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 other Transaction Documents or in connection with the Arrangement (including the Financing) or any other transactions contemplated hereunder or under any other Transaction Document will be sought or had against any other Person, including any Related Party, and no other Person, including any Related Party, will have any personal liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by 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 or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever will attach to, be imposed on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or otherwise be incurred by any legal of the aforementioned, as such, arising under, out of, in connection with or equitable proceeding, or by virtue of related in any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewiththe immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Purchaser, as applicable, may assert (A) nothing herein shall limit the rights of each of the other parties subject, with respect to the JBA following clauses (other than Holderii) and (iii), in all respects to the limitations set forth in Section 8.3, Section 8.2(g), Section 8.2(h), Section 9.10 and this Section 9.13): (i) against Holder under any Person that is party to, and solely pursuant to the JBA terms and conditions of, the Confidentiality Agreement; (ii) against each Guarantor under, if, as and when required pursuant to the terms and conditions of the JBAGuarantee; (iii) against the Guarantors and the other Equity Financing Sources for specific performance of their obligation to fund their committed portions of the Equity Financing solely in accordance with, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach toof, be imposed onthe applicable Equity Commitment Letter; or (iv) against the Company, Parent or otherwise be incurred by any Holder AffiliatePurchaser, as suchapplicable, for any obligations of Holder under this Agreement or solely in accordance with, and pursuant to the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect terms and conditions of, or by reason of, such obligations or their creationthis Agreement.
Appears in 1 contract
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Affiliates, that it has no rights all actions, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder at Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue relate in any manner to (a) this Agreement and the Voting Agreement (together, the “Transaction Documents”) or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement, any statuteother Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, regulation or other applicable lawin connection with, or otherwiseas an inducement to, this Agreement, any other Transaction Document or such other agreement); provided that (c) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein; and (d) any failure of the Merger or any other transaction contemplated by any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and notwithstanding anything to are those solely of) the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other Persons that are expressly identified as parties to this Agreement or the JBA (applicable other than Holder) against Holder under the JBA pursuant Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement or the JBAapplicable other Transaction Document, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates, that no recourse under this Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against any other Person, shall have any liabilities or obligations (B) nothing herein shall limit the rights of each whether in Contract or in tort, at Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other parties theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the JBA items in the immediately preceding clauses (other than Holdera) through (d), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d). Notwithstanding anything to the contrary herein or otherwise, no Lender Related Party shall have any liability or obligation in connection with or related in any manner to the aforementioned to any Person that is not a party to the Financing or the Commitment Letter. Notwithstanding anything to the contrary herein or otherwise, none of the Company, its Affiliates or its or their respective Representatives shall be responsible or liable for (i) any obligations multiple, consequential, indirect, special, statutory or exemplary damages, in each case to the extent not recoverable under applicable common Law or (ii) punitive damages, in each case which may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creation.of the foregoing. [Signature Page Follows]
Appears in 1 contract
Samples: Agreement and Plan of Merger (Anixter International Inc)
Non-Recourse. Notwithstanding anything to the contrary in this Agreement, all Proceedings, obligations, Liabilities or causes of action (whether in Contract, in tort, in Law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in any manner to (a) this Agreement, (b) the negotiation, execution or performance of this Agreement (including any representation or warranty made in connection with, or as inducement to, this Agreement), (c) any breach or violation of this Agreement and (d) any failure of the transactions contemplated hereby to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as Parties to this Agreement subject to the terms and conditions hereof. In furtherance and not in limitation of the foregoing, none of the former, current and future Affiliates, directors, officers, managers, employees, advisors, Representatives, equityholders, members, managers, partners, successors and assigns of any Party or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder Affiliate thereof or any former, current and future Affiliate, director, officer, manager, employee, advisor, Representative, equityholder, member, manager, partners, successor and assign of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance any of the benefits foregoing (collectively, “Non-Recourse Parties”) that is not a Party shall have any Liability for any Liabilities of the Parties for any Proceeding (whether in tort, contract or otherwise) for breach of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) Ancillary Document or any documents or instruments delivered herewith or therewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith therewith, none of the Parties shall be had against, have any former, current or future director, officer, agent, Affiliate, manager or employee rights of Holder (or any of its successors or assignees), recovery in respect hereof against any former, current Non-Recourse Party that is not a party hereto and no personal Liability shall attach to any Non-Recourse Party that is not a Party through any Party or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate (or limited liability company or partnership) veil, by or through a claim Proceeding (whether in tort, contract or otherwise) by or on behalf of Holder a Party against the Holder Affiliatesany Non-Recourse Party that is not a Party, by the enforcement of any assessment judgment, fine or by any legal or equitable proceeding, penalty or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; provided that (and notwithstanding . Notwithstanding anything to the contrary provided herein or in this Section 10.20, nothing in this Section 10.20 shall be deemed to limit any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed onLiabilities of, or otherwise be incurred by claims against, any Holder Affiliate, as such, for Party or any obligations of Holder under party to this Agreement or any Ancillary Document, serve as a waiver of any right on the transactions contemplated herebypart of any Party or thereto to initiate any Proceeding permitted pursuant to, under any documents and in accordance with the specific terms hereof or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation.thereof. 117
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Adtalem Global Education Inc.)
Non-Recourse. Notwithstanding anything to Other the contrary claims for fraud, all claims, suits or Proceedings (whether at law or in equity, based upon contract, tort, statute or otherwise) that may be expressed based upon, arise out of or implied in relate to this Agreement or the other Transaction Documents, or the negotiation, execution or performance of this Agreement or the other Transaction Documents (including any document representation or instrument delivered contemporaneously herewithwarranty made in or in connection with this Agreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may be made only against the Persons that are expressly identified as the parties hereto or thereto in the preamble to and notwithstanding signature pages of this Agreement or the fact that Holder other Transaction Documents (as the case may be) and solely in their capacities as such. No Person who is not a party hereto or thereto, including any current, former or future Affiliate or Representative of any party hereto or thereto or any of its successors or permitted assignees may be a partnershipcurrent, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member Representative of any of the foregoing (eachsuch Persons, other than Hxxxxx and its successors and permitted assigneescollectively, a but specifically excluding the parties hereto, “Holder AffiliateNon-Parties”), shall have any liability (whether by at law or through attempted piercing of the corporate veilin equity, by or through a claim by or on behalf of Holder against the Holder Affiliatesbased upon contract, by the enforcement of any assessment or by any legal or equitable proceedingtort, or by virtue of any statute, regulation or other applicable law, statute or otherwise; provided that (and notwithstanding anything ) for obligations or liabilities arising under, in connection with or related to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, other Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement or the other Transaction Documents or the negotiation or execution hereof or thereof; and each party hereto or thereto hereby irrevocably waives and releases all such liabilities, obligations and claims against any such Non-Party. Each Non-Party shall be an express third-party beneficiary of, such obligations or their creationand entitled to enforce, this Section 11.17.
Appears in 1 contract
Non-Recourse. Notwithstanding anything to the contrary that (a) This Agreement may only be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery enforced against, and no recourse hereunder any claim or under cause of action based upon, arising out of or related to this Agreement may only be brought against the Persons that are expressly named as Parties (which for the avoidance of doubt, does not include any Financing Source) 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), the Merger Agreementno past, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, Affiliate, manager attorney or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member other Representative of any of the foregoing (each, other than Hxxxxx and its successors and permitted assignees, a “Holder Affiliate”), whether by Party or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment Financing Source shall have any Liability (whether in contract or by any legal in tort, in Law or equitable proceedingin equity, or by virtue based upon any theory that seeks to impose Liability of any statute, regulation an entity party against its owners or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (AAffiliates) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations or Liabilities of Holder any Party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations the transactions contemplated hereby or in respect of any oral representations made or alleged to have been made in connection herewith. Notwithstanding anything to the contrary contained herein, each of Sellers, Members, the Agent, and each of their creationrespective Representatives and their respective successors and assigns (each, a “Waiving Party”) hereby waive any rights or claims against any Financing Source in connection with this Agreement, the Financing, the Commitment Letter or Definitive Agreements, whether at law or equity, in contract, in tort or otherwise, and each Waiving Party agrees not to commence or join in with any claim, cause of action or proceeding against any Financing Source in connection with this Agreement or any transaction contemplated hereby (including any claim, cause of action or proceeding relating to the Financing, the Commitment Letter or the Definitive Agreements). The Waiving Parties each acknowledge and agree to the confidentiality provisions contained in the Commitment Letter and the Redacted Fee Letters with respect thereto.
Appears in 1 contract
Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement Agreement, any other Transaction Document or any document document, certificate or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall or otherwise, each Party hereby acknowledges and agrees, on behalf of itself and its respective Affiliates, that all actions, suits, claims, investigations or proceedings that may be had againstbased upon, in respect of, arise under, out of, by reason of, be connected with, or relate in any former, current or future director, officer, agent, Affiliate, manager or employee of Holder manner to (a) this Agreement or any other Transaction Document or the transactions contemplated hereunder or thereunder, (b) the negotiation, execution or performance of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (this Agreement or any of its successors other Transaction Document (including any representation or assignees) warranty made in, in connection with, or any Affiliate or related party thereof or against any formeras an inducement to, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing documents), (eachc) any breach or violation of this Agreement or any other Transaction Document and (d) the failure of the transactions contemplated hereunder or by any other Transaction Document, other than Hxxxxx to be consummated, in each case may be made only against (and are those solely of) the Persons that are expressly identified as Parties hereto or thereto, as applicable, except as contemplated by Section 5.8. In furtherance and not in limitation of the foregoing, each Party hereby acknowledges and agrees, on behalf of itself and its successors respective Affiliates, that no recourse under this Agreement or any other Transaction Document or in connection with any transactions contemplated hereby or thereby will be sought or had against any other such Person and permitted assigneesno other such Person will have any liabilities or obligations (whether in contract or in tort, a “Holder Affiliate”)in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) for any Losses, Damages, claims, causes of action, Actions, obligations or Liabilities of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal Liability or Losses, Damages, claims, causes of action, Actions, obligations or Liabilities whatsoever will attach to, be imposed on or otherwise be incurred by any past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or representative of any Party to this Agreement, through Buyer, Parent, Seller or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Holder against the Holder Affiliatesany Party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable proceedingactions, suits, claims, investigations or proceedings, by virtue of any statute, regulation or other applicable law, or otherwise; provided that , except for (i) claims of Actual Fraud, (ii) claims under and notwithstanding anything to the contrary extent provided herein or for in Article 5 of this Agreement and (iii) claims against any document or instrument delivered contemporaneously herewith)Person that is party to, (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA and solely pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationthe Confidentiality Agreement.
Appears in 1 contract
