Common use of Non-Recourse Clause in Contracts

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.

Non-Recourse. Except for All claims pursuant or causes of action (whether in contract or in tort, in Law or in equity) that may be based upon, arise out of or relate to the Transaction this Agreement or any the other Ancillary Document by any party transactions contemplated hereby, or parties thereto against any other party the negotiation, execution or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach performance of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall (including any representation or warranty made in or in connection with this Agreement or any certificate, instrument or other document delivered in connection herewith or as an inducement to enter into this Agreement or any such other certificate, instrument or other document delivered in connection herewith, may be asserted made only following the effectiveness of this Agreement and then against the entities that are expressly identified as Parties hereto and thereto. No Person who is not a named party to this Agreement or any Company such other certificate, instrument or other document delivered in connection herewith, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, equityholder, Affiliate, agent, attorney or representative of any named party to this Agreement or any such other certificate, instrument or other document delivered in connection herewith nor the Seller Representative (collectively, “Non-Party Affiliate or any SPAC Non-Party Affiliate (other than SponsorAffiliates”), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim liability (whether in contract or in tort, contract in Law or otherwisein equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for breach any obligations or liabilities arising under, in connection with or related to this Agreement or any such other certificate, instrument or other document delivered in connection herewith (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or in respect of any written such other certificate, instrument or oral representations made or alleged to be made other document delivered in connection herewithherewith (as the case may be) or the negotiation or execution hereof or thereof; and each Party hereto waives and releases all such liabilities, or for claims and obligations against any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of any kind furnished in connection with this provision of this Agreement, the negotiation hereof or the transactions contemplated hereby.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this This Agreement may only be enforced againstagainst the named parties. All legal proceedings, and Legal Actions, obligations, losses, damages, claims 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 or otherwise) that may be based upon, arise under, out or by reason of, be connected with, or relate in any action for breach manner to (i) this Agreement or any of the other agreements or documents contemplated hereby, (ii) the negotiation, execution or performance of this Agreement or any of the documents contemplated hereby (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other agreements or documents contemplated hereby), (iii) any breach or violation of this Agreement (including the failure of any representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby, and (iv) any failure of the transactions contemplated by this Agreement or the other agreements or documents contemplated hereby to be consummated, in the case of clauses (i) and (iv), may only be made against, only against (and are those solely of) the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating Persons that are expressly named as parties to this Agreement, and then only to the negotiation hereof or its subject matter, or extent of the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor)specific obligations of such Persons set forth in this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each Party hereto covenants, agrees and acknowledges that (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating except to the extent named as a party to this Agreement, and then only to the negotiation hereof extent of the specific obligations of such parties set forth in this Agreement) no recourse under this Agreement, any related document or its subject matter, any documents or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished instruments delivered in connection with this AgreementAgreement or any related document shall be had against any Company Related Party or Parent Related Party, whether in contract, tort, equity, law or granted by statute whether by or through attempted piercing of the negotiation hereof corporate, limited partnership or the transactions contemplated herebylimited liability company veil or otherwise.

Non-Recourse. Except for All claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in contract or in tort, contract in law or otherwisein equity) arising under or relating to this Agreementthat may be based upon, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising arise out of or relating relate to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated herebyRelated Documents or the negotiation, including with respect to any claim (whether in tortexecution, contract performance or otherwise) for breach non-performance of this Agreement or in respect of the Related Documents (including any written representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof Related Documents or as an inducement to enter into this Agreement or the transactions contemplated herebyRelated Documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement or the Related Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to this Agreement or the Related Documents, including without limitation any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement, the Related Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents or their 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 9.12.

Non-Recourse. Except for claims pursuant Subject in all respects to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions thereinlast sentence, each Party agrees that (a) this Agreement may only be enforced against, and any claim or cause of action for breach of based upon, arising out of, or related to this Agreement or the Transactions may only be made brought against, the Partiesentities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), and (a) no claims past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate or SPAC Non-Party Affiliate (other than Sponsor) of any of the foregoing shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim liability (whether in contract, tort, contract equity or otherwise) for breach any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Acquiror, Pubco Merger Sub, Corp Merger Sub or LLC Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the Transactions, and each Party hereby irrevocably and unconditionally waives and releases, to the fullest extent permitted under applicable Law, any and all rights, claims, causes of actions and liabilities related thereto. Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or waive any rights or obligations of any party to any Transaction Agreement for any claim based on, in respect of any written or oral representations made by reason of such rights or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebyobligations.

Non-Recourse. Except for claims pursuant to the Transaction Business Combination Agreement or any other Ancillary Document by any party or parties party(ies) thereto against any other party or parties party(ies) thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC BNIX Non-Party Affiliate (other than Sponsorthe Shareholders named as parties hereto), and (b) no Company Non-Party Affiliate or SPAC BNIX Non-Party Affiliate (other than Sponsor) the Shareholders named as parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.

Non-Recourse. Except for claims pursuant to the Transaction Agreement All claims, obligations, liabilities or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in contract or in tort, contract in law or otherwisein equity, or granted by statute) arising under that may be based upon, in respect of, arise under, out or relating by reason of, be connected with, or relate in any manner to this Agreement, the negotiation hereof negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) or the Contemplated Transactions may be made only against (and are those solely of) the entities that are expressly identified as parties to this Agreement in the Preamble to this Agreement. No other Person, including any Financing Source, any of their representatives or affiliates, director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney or representative of, or any financial advisor or lender to, any party to this Agreement or any director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney or representative of, or any financial advisor or lender to any of the foregoing shall have any liabilities (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its subject matternegotiation, execution, performance or breach. Notwithstanding anything herein or in any related agreement to the transactions contemplated hereby shall be asserted against contrary, none of the Seller, the Seller Parent, the Seller’s and the Seller Parent’s representatives and any Company Non-Party Affiliate of their respective representatives or any SPAC Non-Party Affiliate Affiliates (other than Sponsor)each, and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsora “Seller Group Member”) shall have any Liability arising out rights or claims against (i) any Financing Source or (ii) any of the respective former, current or relating to this Agreement, future affiliates or representatives of the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made Financing Sources in connection herewithwith the Debt Financing, and no Financing Source shall have any rights or for claims against any actual or alleged inaccuraciesSeller Group Member, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this AgreementAgreement or the Debt Financing, whether at law or equity, in contract, in tort or otherwise; provided that, following the Closing Date, the negotiation hereof or foregoing shall not limit the transactions contemplated herebyrights of the Financing Sources under any Debt Financing Commitments.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this This Agreement may only be enforced against, and any claim or cause of action for breach of based upon, arising out of, or related to this Agreement or the transactions contemplated by this Agreement may only be made brought against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating entities that are expressly named as parties hereto. Except to the extent a named as a party to this Agreement, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney, advisor, or representative or affiliate of any of the negotiation hereof foregoing (a “Non-Recourse Party”) shall have any liability (whether in contract, tort, equity or its subject matterotherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Vendor Group or Purchaser under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby shall be asserted against any Company by this Agreement (collectively, “Non-Party Affiliate or any SPAC Non-Party Affiliate (other than SponsorRecourse Matters”), and each of the Vendor Group or Purchaser (b) no Company Non-Party Affiliate on behalf of themselves, their respective affiliates, and any Person claiming by, through or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out on behalf of or relating to this Agreementthe Vendor Group, the negotiation hereof Purchaser or their respective affiliates) covenants and agrees that it shall not institute, and shall cause its subject matteragents, representatives and affiliates not to bring, make or the transactions contemplated herebyinstitute any action, including with respect to any claim or proceeding (whether in contract, tort, contract equity or otherwise) for breach of a Non-Recourse Matter against any Non-Recourse Party. It is further understood and agreed that any certificate or certification contemplated by this Agreement and executed by an officer of a named party will be deemed to have been delivered only in such officer’s capacity as an officer of such named party (and not in his or her individual capacity) and will not entitle any named party to assert a claim against such officer in respect of any written his or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebyher individual capacity.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this This Agreement may only be enforced against, and all claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any action manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) may be made only against (and are those solely of), the entities that are expressly identified as Parties to this Agreement in the Preamble to this Agreement. No other Person, including any former, current or future direct or indirect equity holder, controlling person, director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney or representative of, or any financial advisor or lender (including any Debt Financing Sources) or other financing source (including any Equity Financing Sources) to, any Party to this Agreement or any direct or indirect equity holder, controlling person, director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney or representative of, or any financial advisor or lender (including any Debt Financing Sources) or other financing source (including any Equity Financing Sources to any of the foregoing (each, a “Non-Recourse Party”) shall have any liabilities or obligations (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations 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. In no event shall any Party hereto or any of their respective Affiliates, and each Party hereto agrees not to and to cause their Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement may only be made against, or seek to recover monetary damages from, any Non-Recourse Party. In no event shall the PartiesCompany or any of its Affiliates, and no the Company agrees not to and to cause its Affiliates not to, seek to enforce the any Commitment Letter against, make any claims for breach of the any nature whatsoever (whether Commitment Letter against, or seek to recover monetary damages from, or otherwise xxx, any Financing Source, or any Affiliate thereof; provided, that, the Acquirer Parties and their respective Affiliates shall have the right to enforce all of its respective rights under the Commitment Letters against the Financing Sources. This Section 10.11 shall not restrict actions by the Company against the Acquirer Parties to specifically enforce the obligations of the Acquirer Parties in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebySection 7.11.

Non-Recourse. Except for claims pursuant Subject in all respects to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions thereinlast sentence of this Section 12.14, each Party agrees that (a) this Agreement may only be enforced against, and any claim or cause of action for breach of based upon, arising out of, or related to this Agreement or the Transactions may only be made brought against, the Partiesentities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), and (a) no claims past, present or future director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party past, present or future director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney, advisor or Representative or Affiliate or SPAC Non-Party Affiliate (other than Sponsor) of any of the foregoing shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim liability (whether in contract, tort, contract equity or otherwise) for breach any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, or any Acquiror Party under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the Transactions, and each Party hereby waives and releases all claims, causes of actions and liabilities against any such non-recourse Person related thereto. Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or waive any rights or obligations of any party to any other Transaction Agreement for any claim based on, in respect of any written or oral representations made by reason of such rights or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebyobligations.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this This Agreement may only be enforced against, and any claim or cause of action for breach of based upon, arising out of, or related to this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall may only be asserted against brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to any Company such Party. Except to the extent that he, she or it is a named party to this Agreement, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing or any other Person (“Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than SponsorEntities”) shall have any Liability liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Parent Related Parties or Company Related Parties, as applicable, under this Agreement or of or for any claim based on, arising out of of, or relating related to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated hereby, including with respect and each of Parent, Merger Sub and the Company (i) waives and releases all such liabilities, claims and obligations against any such Non-Party Entities and (ii) agrees not to commence any claim (whether in tortclaim, contract action, suit, proceeding or otherwise) for breach of this Agreement or in respect of arbitral action against any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished such Non-Party Entities in connection with this Agreement, the negotiation hereof Agreement or the transactions contemplated hereby; provided that nothing in this Section 12.15 shall limit the rights of any party to the Debt Commitment Letter or any other Contract with a Debt Financing Source to the extent expressly set forth therein. Non-Party Entities are expressly intended as third-party beneficiaries of this Section 12.15 and shall be entitled to enforce the covenants contained herein.

Non-Recourse. Except for All claims pursuant or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to the Transaction this Agreement or any other Ancillary Document by any party document, certificate or parties thereto against any other party instrument delivered pursuant hereto, or parties thereto on the terms and subject to the conditions thereinnegotiation, each Party agrees that (a) this Agreement may only be enforced againstexecution, and any action for breach performance or non-performance of this Agreement or any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in or in connection with this Agreement or any other document, certificate or instrument delivered pursuant hereto or as an inducement to enter into this Agreement and the other documents delivered pursuant hereto) may only be made against, only against the Parties, and Persons that are expressly identified as Parties hereto or thereto. In no claims event shall any named Party to this Agreement or the other documents delivered pursuant hereto have any shared or vicarious liability for the actions or omissions of any nature whatsoever other Person (whether in tort, contract or otherwise) arising under or relating except to the extent set forth therein). No Person who is not a named Party to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated hereby shall be asserted against other documents delivered pursuant hereto (or a successor or permitted assign to such parties), including without limitation any Company director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named Party to this Agreement (“Non-Party Affiliate or any SPAC Non-Party Affiliate (other than SponsorAffiliates”), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in contract or in tort, contract in law or otherwisein equity, or based upon any theory that seeks to impose liability of an entity Party against its owners or affiliates) for breach any obligations or Liabilities arising under, in connection with or related to this Agreement or any other document, certificate or instrument delivered pursuant hereto or for any claim based on, in respect of, or by reason of this Agreement or in respect any other document, certificate or instrument delivered pursuant hereto (except to the extent set forth therein) 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 any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebySection 9.8.

Non-Recourse. All Proceedings (whether in contract or in tort, at law or in equity) that may be based upon, arise out of or relate to this Agreement or the other Ancillary Documents, or the negotiation, execution or performance of this Agreement or the other Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the other Ancillary Documents or as an inducement to enter into this Agreement or the other Ancillary Documents) may be made only against the entities that are expressly identified as parties hereto and thereto. Except for claims pursuant to the Transaction extent named as a party to this Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject (then only to the conditions therein, each Party agrees that (a) extent of the specific obligations of such parties set forth in this Agreement may only be enforced againstor such other Ancillary Document), and no Purchaser Related Party or Seller Related Party shall have any action liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for breach any obligations or liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document or any transactions contemplated hereby or thereby or for any claim based on, in respect of, or by reason of this Agreement or such other Ancillary Document (as the case may only be made againstbe), the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted and thereby or the negotiation or execution hereof or thereof; and each Party waives and releases all such liabilities, claims and obligations against any Company NonPurchaser Related Party or Seller Related Party. The Purchaser Related Parties and the Seller Related Parties are expressly intended as third-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach party beneficiaries of this Agreement or in respect provision of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebySection 10.19.

Non-Recourse. Except for All claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in contract or in tort, contract in law or otherwisein equity) arising under that may be based upon, arise out of or relating relate to this Agreement, or the negotiation hereof negotiation, execution or its subject matterperformance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against (i) Parent and the Merger Subsidiary, on the one hand, and (ii) the Company, on the other hand. None of the respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates (as used in this Section 11.14, including Affiliates of Parent and Merger Subsidiary that are portfolio companies of investment funds) or other Representatives of Parent, Merger Subsidiary or the Company (each such Person other than Parent, Merger Subsidiary and the Company, a “Non-Party Affiliate”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or the Merger or other transactions contemplated hereby shall be asserted against for any Company Non-Party Affiliate claim based on, in respect of, or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out by reason of or relating to this Agreement, the negotiation hereof or its subject matter, Merger or the other transactions contemplated herebyhereby or the negotiation or execution hereof, including with respect to and each party hereto hereby waives and releases all such liabilities, claims and obligations against any claim (whether in tort, contract or otherwise) for breach such Person. Non-Party Affiliates are expressly intended as third party beneficiaries of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebySection 11.14.

Non-Recourse. Except for All claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach causes of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever Action (whether in Contract or in tort, contract in law or otherwisein equity) arising under or relating to this Agreementthat may be based upon, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising arise out of or relating relate to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated herebyRelated Documents or the negotiation, including with respect to any claim (whether in tortexecution, contract performance or otherwise) for breach non-performance of this Agreement or in respect of the Related Documents (including any written representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof Related Documents or as an inducement to enter into this Agreement or the transactions contemplated herebyRelated Documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement or the Related Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to this Agreement or the Related Documents, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any of the Related Documents (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement, the Related Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents or their 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 8.14.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this This Agreement may only be enforced against, and all claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any action manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) may be made only against (and are those solely of) the entities that are expressly identified as Parties to this Agreement in the Preamble to this Agreement. No other Person, including any director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney or representative of, or any financial advisor to, any Party to this Agreement or any director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney or representative of, or any financial advisor to any of the foregoing (each, a “Non-Recourse Party”) shall have any liabilities or obligations (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations 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. In no event shall any Party or any of their respective Affiliates, and each Party agrees not to and to cause their Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement may only be made against, or seek to recover monetary damages from, any Non-Recourse Party. This Section 10.11 shall not restrict actions by the Parties, and no claims Company against the Acquirer Parties to specifically enforce the obligations of any nature whatsoever (whether the Acquirer Parties in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebySection 7.11.

Non-Recourse. Except for All claims pursuant or causes of action (whether in contract or in tort, in Law or in equity) that may be based upon, arise out of or relate to the Transaction this Agreement or any the other Ancillary Document by any party Transaction Documents, or parties thereto against any other party the negotiation, execution or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach performance of this Agreement or the other Transaction Documents (including any representation or warranty made in or in connection with this Agreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may only be made againstonly against the entities that are expressly identified as parties hereto and thereto. No Person who is not a named party to this Agreement or the other Transaction Documents, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, equityholder, Affiliate, agent, attorney or representative of any named party to this Agreement or the other Transaction Documents nor the Equityholder Representative (collectively, “Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Transaction Documents (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Transaction Document (as the case may be) or the negotiation or execution hereof or thereof; and each Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement. For the avoidance of doubt, the PartiesCompany (on behalf of itself and its Affiliates and each officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and no representative thereof) (i) hereby waives any claims or rights against any Debt Financing Source or Equity Financing Source relating to or arising out of any nature whatsoever (this Agreement, the Debt Commitment Letter, the Equity Commitment Letter, the Financing and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (ii) arising under hereby agrees not to bring or relating to support any suit, action or proceeding against any Debt Financing Source or Equity Financing Source in connection with DOC ID - 32901658.22 95 this Agreement, the negotiation hereof or its subject matterDebt Commitment Letter, or the Equity Commitment Letter, the Financing and the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate and thereby, whether at law or any SPAC Non-Party Affiliate (other than Sponsor), in equity and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise, and (iii) for breach hereby agrees to cause any suit, action or proceeding asserted against any Debt Financing Source or Equity Financing Source by or on behalf of this Agreement the Company or in respect any of its Affiliates or any written or oral representations made or alleged to be made in connection herewithofficer, or for any actual or alleged inaccuraciesdirector, misstatements or omissions with respect to any information or materials of any kind furnished employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof in connection with this Agreement, the negotiation hereof or Debt Commitment Letter, the Equity Commitment Letter, the Financing and the transactions contemplated herebyhereby and thereby to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waivers and agreements, it is acknowledged and agreed that no Debt Financing Source or Equity Financing Source shall have any liability for any claims or damages to the Company in connection with this Agreement, the Debt Commitment Letter, the Equity Commitment Letter, the Financing and the transactions contemplated hereby and thereby.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever All Legal Actions (whether in Contract or in tort, contract in law or otherwisein equity) arising under or relating to this Agreementthat may be based upon, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising arise out of or relating relate to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated herebyRelated Documents or the negotiation, including with respect to any claim (whether in tortexecution, contract performance or otherwise) for breach non-performance of this Agreement or in respect of the Related Documents (including any written representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof Related Documents or as an inducement to enter into this Agreement or the transactions contemplated herebyRelated Documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement or the Related Documents have any shared or vicarious Liability for the actions or omissions of any other Person other than as provided in Section 8.17. No Person who is not a named party to this Agreement or the Related Documents, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”), shall have any Liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) to any party to this Agreement for any Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents or their 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 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing).

Non-Recourse. Except for All claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in Contract or in tort, contract in law or otherwisein equity) arising under or relating to this Agreementthat may be based upon, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising arise out of or relating relate to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated herebyTransaction Documents or the negotiation, including with respect to any claim (whether in tortexecution, contract performance or otherwise) for breach non-performance of this Agreement or in respect of the Transaction Documents (including any written representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation Transaction Documents or as an inducement to enter into this Agreement or the Transaction Documents) may be made by any party hereto or thereto or any express third party beneficiary of any relevant provision hereof or thereof only against the transactions contemplated herebyPersons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement or the Transaction Documents, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any of the Transaction Documents (“Non-Party Affiliates”) shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement, the Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement, the Transaction Documents or their negotiation or execution; and each party hereto or thereto waives and releases, on behalf of itself and in the case of Company, Company Related Parties, and in the case of Parent, Parent Related Parties, all such liabilities, claims and obligations against any such Non-Party Affiliates; it being understood that the foregoing shall not restrict any claims that the Company may assert pursuant to the terms and conditions of the Confidentiality Agreement or the rights of the Company as an express third party beneficiary under the Equity Commitment Letter pursuant to the terms and conditions of the Equity Commitment Letter. Nothing in this Section 11.14, (a) precludes the parties or express third party beneficiaries from exercising any rights under this Agreement or any other Transaction Document to which they are specifically a party or an express third party beneficiary thereof or (b) limits the liability of any Non-Party Affiliates under this Agreement or any other Transaction Document to which they are specifically a party. This Section 11.14 is subject to, and does not alter the scope or application of, Section 11.13. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 11.14.

Non-Recourse. Except for claims pursuant Anything that may be expressed or implied in this Agreement notwithstanding, each of the parties hereto covenants, acknowledges and agrees that no person other than the parties to this Agreement shall have any liability or obligation hereunder and that, (i) the Transaction fact that any affiliate of any of the parties to this Agreement may be a limited liability company notwithstanding, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future direct or indirect director, officer, employee, agent, partner, manager, member, securityholder, affiliate, stockholder, controlling person, assignee or representative of the parties hereto under this Agreement or under the Merger Agreement (any such person or entity, other than the parties to this Agreement, or their assignees under this Agreement or the Merger Agreement, a “Related Party”) or any 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 Merger Agreement and the transactions contemplated thereby or under this Agreement and the transactions contemplated hereby) whether 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 and (ii) no personal liability whatsoever will attach to, be imposed on or otherwise incurred by any Related Party of any of the parties to this Agreement or any other Ancillary Document by Related Party of any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) of such parties’ Related Parties under this Agreement may only be enforced againstor for any claim based on, and in respect of, or by reason of the transactions contemplated hereby or contemplated by the Merger Agreement, or by the creation of such transactions. Nothing in this Agreement, express or implied, is intended to or shall confer upon any action for breach of person, other than the parties to this Agreement may only be made againstAgreement, the Partiesany right, and no claims benefit or remedy of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to by reason of this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.

Non-Recourse. Except for claims pursuant to the Transaction Agreement extent otherwise set forth in the Ancillary Agreements, all claims, obligations, liabilities, or any other Ancillary Document causes of action (whether in contract or in tort, in law or in equity, or granted by any party statute) that may arise under this Agreement, or parties thereto against any other party the negotiation, execution, or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) 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 be enforced againstagainst (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the Preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and any action for breach financial advisor to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of this Agreement may only be made againstthe foregoing (collectively, the Parties“Nonparty Affiliates”), and no claims of shall have any nature whatsoever liability (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract in law or otherwisein equity, or granted by statute) for breach any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewithits negotiation, execution, performance, or for 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 actual 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: each Contracting Party hereby waives and releases any and all rights, claims, demands, or alleged inaccuraciescauses of action that may otherwise be available at law or in equity, misstatements or omissions with respect granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any information Nonparty Affiliate, whether granted by statute or materials based on theories of any kind furnished in connection with this Agreementequity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the negotiation hereof veil, unfairness, undercapitalization, or the transactions contemplated herebyotherwise.

Non-Recourse. Except for All claims pursuant or causes of action (whether based in contract, tort, fraud, strict liability, other laws or otherwise, at law or in equity) that may be based upon, arise out of or relate to this Agreement, or the Transaction Agreement negotiation, execution or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may only be made againstonly against the entities that are expressly identified as parties in the introduction to this Agreement (or their respective successors or assignees). No person who is not a named party to this Agreement, the Partiesincluding without limitation any past, and no claims present or future director, officer, employee, incorporator, member, partner, equityholder, affiliate, agent, attorney or representative of any nature whatsoever named party to this Agreement, shall have any liability (whether in contract or in tort, contract in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution. The Purchaser (on behalf of itself, each other Purchaser Related Party and any of their respective successors, heirs or representatives) covenants and agrees that it shall not institute, and shall cause its representatives and affiliates not to bring, make or institute any action, claim, proceeding (whether based in contract, tort, fraud, strict liability, other laws or otherwise, at law or in equity) arising under or relating to in connection with this Agreement, the negotiation hereof Agreement or its subject matter, or any of the transactions contemplated hereby shall be asserted or thereby against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), of the Blackstone Related Parties and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) that none of the Blackstone Related Parties shall have any Liability liability or obligations (whether based in contract, tort, fraud, strict liability, other Laws or otherwise) to the Purchaser or any other Purchaser Related Party or any of their respective successors, heirs or representatives (or any person claiming by, through or on behalf of the Purchaser or any other Purchaser Related Party) thereof arising out of or relating to this Agreement, the negotiation hereof Agreement or its subject matter, or any of the transactions contemplated herebyhereby or thereby. Without limiting the generality of the foregoing, including with respect to any claim the maximum extent permitted under applicable law (whether in tort, contract or otherwise) for breach and subject only to the specific contractual provisions of this Agreement Agreement), the Purchaser (on behalf of itself, each other Purchaser Related Party, any person claiming by, through or on behalf of the Purchaser or any other Purchaser Related Party, and any of their respective successors, heirs or representatives) hereby waives, releases and disclaims any and all rights in respect of any written such actions, claims, proceedings, obligations and liabilities against the Blackstone Related Parties. For the purpose of this Section 4.14, (i) “Purchaser Related Party” shall mean the Purchaser and each of its former, current or oral representations made future general or alleged to be made in connection herewithlimited partners, parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and their present and former directors, officers, members, employees, agents, attorneys, representatives, successors, beneficiaries, heirs and assigns and (ii) “Blackstone Related Party” shall mean each Seller, and any of their respective former, current, or for any actual future general or alleged inaccuracieslimited partners, misstatements stockholders, managers, members, directors, officers, affiliates, employees, agents, attorneys or omissions with respect to any information or materials of any kind furnished in connection with this Agreementother representatives, the negotiation hereof or the transactions contemplated herebysuccessors, beneficiaries, heirs and assigns.

Non-Recourse. Except for claims pursuant Notwithstanding anything to the Transaction Agreement contrary contained herein or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions thereinotherwise, each Party agrees that (a) this Agreement may only be enforced against, and any claims or causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under that may be based upon, arise out of or relating relate to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate negotiation, execution or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out performance of or relating to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated hereby, including with respect may only be made against the entities and Persons that are expressly identified as parties to this 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 either party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non- Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) for breach of this Agreement based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any written or oral representations made or alleged to be made in connection herewith. Without limiting the rights of either party against the other party hereto, in no event shall either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or for seek to recover monetary damages from, any actual Non-Recourse Party, in each case, whether in tort, contract or alleged inaccuraciesotherwise. For clarity, misstatements or omissions with respect to any information or materials none of any kind furnished the BD Subsidiaries constitute a Non-Recourse Party and, as such, recourse may be sought by Purchaser against the relevant BD Subsidiaries in connection accordance with this Agreement, the negotiation hereof or the transactions contemplated hereby.. Nothing in this Section 12.17 shall limit any claim for Fraud brought against either party based on such party’s Fraud. 12.18

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever All Legal Actions (whether in Contract or in tort, contract in law or otherwisein equity) arising under or relating to this Agreementthat may be based upon, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising arise out of or relating relate to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated herebyRelated Documents or the negotiation, including with respect to any claim (whether in tortexecution, contract performance or otherwise) for breach non-performance of this Agreement or in respect of the Related Documents (including any written representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof Related Documents or as an inducement to enter into this Agreement or the transactions contemplated herebyRelated Documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement or the Related Documents have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a named party to this Agreement or the Related Documents, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any of the Related Documents (“Non-Party Affiliates”), shall have any Liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) to any party to this Agreement for any Liabilities arising under, in connection with or related to this Agreement, the Related Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents or their 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 8.17.

Non-Recourse. Except for claims pursuant All Claims (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to the Transaction this Agreement or any other Ancillary Document by any party agreement contemplated hereunder, or parties thereto against any other party the negotiation, execution or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach performance of this Agreement may only be made against, the Parties, and no claims of (including any nature whatsoever (whether in tort, contract representation or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement) or any agreement contemplated hereunder, may be made only against the entities that are expressly identified as named Parties hereto or thereto. No Person who is not a named Party to this Agreement, including without limitation any director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney or representative of any named Party to this Agreement (together, the “Non-Party Affiliates”) shall have any Liabilities (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose Liabilities of a named Party against its owners or Affiliates) to any Party to this Agreement for any obligations or Liabilities arising under, in connection with or related to this Agreement, or for any claim based on, in respect of, or by reason of this Agreement, or their negotiation hereof or execution; and each Party hereto or thereto waives and releases all such Liabilities, Claims and obligations against any such Non-Party Affiliates; provided, however, that the transactions contemplated herebyforegoing shall not limit the rights of a named Party to make a Claim directly against the other named Party for obligations or Liabilities arising under, in connection with or related to this Agreement, or for any claim based on, in respect of, or by reason of this Agreement, or their negotiation or execution. The Parties acknowledge and agree that the Non-Party Affiliates are intended third party beneficiaries of this Section 15.15.

Non-Recourse. Except for Each Party agrees that all claims pursuant to the Transaction Agreement or causes of action (whether based on contract, equity, tort or any other Ancillary Document by any party theory) that may be based upon, arise out of or parties thereto against any other party or parties thereto on the terms and subject relate to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach or the negotiation execution or performance of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating only against persons who are Parties to this AgreementAgreement (including for the avoidance of doubt, the negotiation hereof or its subject matterPurchaser Direct Parent, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor)Seller Parent, and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability and, with respect to claims arising out of or relating to Section 5.16 or Section 5.18, Parent) or parties to the Guaranty. No Person who is not a named party to this AgreementAgreement or the Guaranty shall have any liability (whether based on contract, equity, tort or any other theory that seeks to impose liability of an entity party against its owners, representatives, agents or Affiliates for any obligations or liabilities arising under, in connection with or related to or its negotiation or execution. The Parties waive and release all such liabilities, claims and obligations against any Person who is not a named party to this Agreement or the Guaranty; provided that nothing in this Section 11.16 shall affect the rights of any party hereto under the Ancillary Agreements which shall remain subject to the terms thereof. Notwithstanding anything to the contrary contained herein, the negotiation hereof Seller agrees, on behalf of itself, its Subsidiaries and the Commercial Air Group, that none of the Debt Financing Sources shall have any liability or obligation to the Seller, any of its subject matter, Subsidiaries or the Commercial Air Group relating to this Agreement or any of the transactions contemplated herebyherein (including the Debt Financing or any Alternative Financing). This Section 11.16 is intended to benefit and may be enforced by the Debt Financing Sources and shall be binding on all successors and assigns of the Seller, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, its Subsidiaries and the negotiation hereof or the transactions contemplated herebyCommercial Air Group.

Non-Recourse. Except for claims pursuant All claims, Actions or causes of action (whether in Contract or in tort, in Law or in equity) that may be based upon, arise out of, or relate to the Transaction this Agreement or any other the Ancillary Document by any party Documents or parties thereto against any other party the negotiation, execution or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach performance of this Agreement or the Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the Ancillary Documents or as an inducement to enter into this Agreement or the Ancillary Documents), may only be made againstonly against the entities that are expressly identified as Parties hereto and parties thereto. No Person who is not a named party to this Agreement or the Ancillary Documents, the Partiesincluding any past, present or future director, manager, officer, employee, incorporator, member, partner (including any general or limited partner), direct or indirect equityholders (including stockholders and no claims optionholders), Affiliate, agent, attorney or other representative of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating named Party to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated hereby shall be asserted against any Company other Ancillary Documents (“Non-Party Affiliate or any SPAC Non-Party Affiliate (other than SponsorAffiliates”), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in Contract or in tort, contract in Law or otherwisein equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for breach any obligations or Liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document (as the case may be) or for any claim or Action based on, in respect of, or by reason of this Agreement or in respect such other Ancillary Document (as the case may be) or the negotiation or execution hereof or thereof; and each Party waives and releases all such Liabilities, claims, obligations and Actions against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials this provision of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.. 107

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this This Agreement may only be enforced only against, and any claim or cause of action for breach of this Agreement may only be made againstbased upon, the Partiesarising out of, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating related to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate negotiation, execution or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out performance of or relating to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated hereby, including may be brought only against, the entities that are expressly named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. With respect to each named Party to this Agreement, except in the case of Fraud, no past, present or future director, officer, employee, incorporator, member, manager, general or limited partner, stockholder, Affiliate, agent, attorney, advisor, financing source or representative or Affiliate of any claim of the foregoing Persons (each, a “Non-Recourse Party”) shall have any liability (whether in tortcontract, contract tort or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of such named Party or for any claim based on, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby. Without limiting the rights of any Party against the other Parties to this Agreement, 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 or in respect of any written or oral representations made or alleged to be made in connection herewithagainst, or for (except in the case of Fraud) seek to recover monetary damages from, any actual Non-Recourse Party. Without limiting the generality of the foregoing, in no event shall any party hereto be entitled to enforce this Agreement against, or alleged inaccuraciesraise any action, misstatements claim, cause of action, suit, inquire, proceeding or omissions with respect investigation against the Debt Financing Sources arising out of or related to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby, the Debt Financing or the performances of the services with respect thereto); provided that nothing in this Section 9.18 shall in any way limit or qualify the obligations and liabilities of the parties to the Debt Commitment Letter to each other thereunder or in connection therewith.

Non-Recourse. Except for claims pursuant Notwithstanding anything to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and contrary in this Guarantee (but subject to the conditions thereinlast sentence of this Section 2(k)), each Party agrees that (a) this Agreement Guarantee may only be enforced against, and any claims or causes of action for breach and Actions that may be based on, arise out of or relate to this Guarantee, the transactions contemplated by this Guarantee, or the negotiation, execution or performance of this Agreement Guarantee, may only be made against, the Parties, and no claims former, current or future Affiliates, directors, officers, shareholders, partners, members, attorneys, accountants, agents, Representatives or employees of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matterParty, or any heirs, successors or permitted assigns of any of the transactions contemplated hereby shall be asserted against any Company foregoing (each, a “Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than SponsorParty”) shall have any Liability arising out liability for any obligations or liabilities of such Party or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to for any claim (whether in tort, contract or otherwise) for breach of based upon, arising out of, or relating to, this Agreement Guarantee or the transactions contemplated by this Guarantee or in respect of any written or oral representations and warranties made or alleged to be made in connection herewith. Without limiting the rights of any Party against the other Party, in no event shall any Party or any of its Affiliates seek to enforce this Guarantee, or for assert any actual claims or alleged inaccuraciescauses of action based on, misstatements arising out of or omissions with respect relating to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof Guarantee or the transactions contemplated herebyby this Guarantee, or the negotiation, execution or performance of this Guarantee, against any Non-Party, in each case subject to the final sentence of this Section 2(k). Notwithstanding the foregoing, nothing in this Section 2(k) shall preclude any party to the Asset Purchase Agreement or any Ancillary Agreement (other than the Guarantee) or the Confidentiality Agreement, from making any permitted claim thereunder.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this This Agreement may only be enforced only against, and any action for breach of Action based upon, arising out of, or related to this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby may be brought only against, the Persons that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. With respect to each Party, no direct or indirect past, present, or future Affiliate, director, officer, member, manager, partner, equityholder, employee, agent or Representative of such Party, and no direct or indirect past, present, or future director, officer, member, manager, partner, equityholder, employee, agent or Representative of any Affiliate of such Party shall be asserted have any obligation or Liability of any kind (whether in contract or tort, at law, in equity or otherwise, or based upon any theory that seeks to impose Liability upon of a Person against any Company Non-Person related to such other first Person) for any of the representations, warranties, covenants, agreements or other obligations or liabilities of such Party Affiliate or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. The Seller (on behalf of itself and its equity holders, Representatives and Affiliates, including each of the Group Companies) agrees that none of the Financing Sources have or will have any liability to the Seller, or any SPAC Non-Party equity holder, Representative or Affiliate of the Seller (other than Sponsorincluding each of the Group Companies), and that neither the Seller nor any equity holder, Representative or Affiliate of the Seller (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsorincluding each of the Group Companies) shall have any Liability right or claim against any Financing Source, in each case, of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating to this Agreement, the negotiation hereof or its subject matter, in any way any Debt Financing or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebyperformance thereof).

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever All proceedings (whether in contract or in tort, contract in law or otherwisein equity) arising under that may be based upon, arise out of or relating relate to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate negotiation, execution or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach performance of this Agreement (including any representation or in respect of any written or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as parties hereto. Other than for claims for common law fraud under the laws of the State of Delaware committed with the intent to deceive, each party hereby acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, the negotiation hereof former, current or future direct or indirect equityholders, directors, officers, employees, incorporators, agents, attorneys, representatives, Affiliates, members, managers, general or limited partners or assignees of the transactions contemplated herebyShareholders or any former, current or future direct or indirect equityholder, director, officer, employee, incorporator, agent, attorney, representative, general or limited partner, member, manager, Affiliate, agent, assignee or representative of any of the foregoing (collectively, the “Non-Recourse Parties”), except in each case to the extent any such Person is itself a party hereto (in which case such Person shall not be a Non-Recourse Party as to its own obligations under this Agreement), through the Shareholders 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 Parent or Merger Sub against any Non-Recourse Party by the enforcement of any assessment or by any legal or equitable action, by virtue of any Law, or otherwise and each party hereto waives and releases all such liabilities, claims and obligations against any such Non-Recourse Party. In the event that any provision of this Agreement provides that a party hereto shall cause its Affiliates and/or Representatives to take any action (or refrain from taking any action) or otherwise purports to be binding on such party’s Affiliates and/or representatives, such party shall be liable for any breach of such provision by any such Affiliate or Representative.

Non-Recourse. Except for claims pursuant to the Transaction Agreement All claims, obligations, Liabilities, Actions or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in Contract or in tort, contract in law or otherwisein equity, or granted by statute) arising under that may be based upon, in respect of, arise under, out or relating by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation hereof or its subject matternegotiation, 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 are expressly limited to) the transactions contemplated hereby shall be asserted against entities that are expressly identified as parties hereto in the preamble to this Agreement or, if applicable, their successors and assigns (“Contracting Parties”). No Person who is not a Contracting Party, including any Company Non-Party Affiliate past, present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, consultant, attorney, accountants or representative of, and any financial advisor or lender to or other financing source of, any Contracting Party, or any SPAC Non-Party Affiliate director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or representative of, and any financial advisor or lender to or other financing source of, any of the foregoing (other than Sponsor“Nonparty Affiliates”), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in Contract or in tort, contract in law or otherwisein equity) for breach any claims, obligations, Liabilities, Actions or causes of action arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewiththeir negotiation, execution, performance, or for breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such claims, obligations, Liabilities, Actions and causes of action against any actual such Nonparty Affiliates. Nothing in this Agreement shall create or alleged inaccuracies, misstatements be deemed to create any third party beneficiary rights in any Person or omissions with respect entity not a party to any information or materials this Agreement (it being expressly agreed that the Nonparty Affiliates to whom this Section 11.17 applies shall be third-party beneficiaries of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebySection 11.17).

Non-Recourse. Except for All claims pursuant or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to the Transaction this Agreement or any other Ancillary Document by any party document, certificate or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matterinstrument delivered pursuant hereto, or the transactions contemplated hereby shall be asserted against any Company Nonnegotiation, execution, performance or non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach performance of this Agreement or in respect of any written other document, certificate or oral representations made instrument delivered pursuant hereto (including any representation or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this AgreementAgreement or any other document, certificate or instrument delivered pursuant hereto or as an inducement to enter into this Agreement and the negotiation hereof other documents delivered pursuant hereto) may be made only against the persons that are expressly identified as Parties hereto or thereto. In no event shall any named Party to this Agreement or the transactions contemplated herebyother documents delivered pursuant hereto have any shared or vicarious liability for the actions or omissions of any other person. No person who is not a named party to this Agreement or the other documents delivered pursuant hereto, including without limitation any director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney or representative of any named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or any other document, certificate or instrument delivered pursuant hereto or for any claim based on, in respect of, or by reason of this Agreement or any other document, certificate or instrument delivered pursuant hereto 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 8.05.

Non-Recourse. Except for claims pursuant to the Transaction Agreement All claims, obligations, liabilities or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in contract or in tort, contract in Law or otherwisein equity, or granted by statute) arising under that may be based upon, in respect of, arise under, out or relating by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation hereof negotiation, execution or its performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) and the transactions contemplated hereby, may be made, subject matterto Section 6.1, only against (and such representations and warranties are those solely of) Parent, Merger Sub and the Company (the “Contracting Parties”). No Person who is not a Contracting Party, including any past, present or future director, officer, employee, incorporator, member, partner, manager, Stockholder, Warrantholder, Affiliate, agent, attorney, Representative or assignee of, and any financial advisor or lender to, any Contracting Party, or any past, present or future director, officer, employee, incorporator, member, partner, manager, Stockholder, Warrantholder, Affiliate, agent, attorney, Representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, or in connection with this Agreement or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor)based on, and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matterin respect of, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach by reason of this Agreement or its negotiation, execution, performance or breach, and, to the maximum extent permitted by law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in respect of the Confidentiality Agreement, each Contracting Party disclaims any written or oral representations made or alleged to be made in connection herewith, or for reliance upon any actual or alleged inaccuracies, misstatements or omissions Nonparty Affiliates with respect to the performance of this Agreement or any information representation or materials of any kind furnished warranty made in, in connection with with, or as an inducement to this Agreement. Notwithstanding the foregoing, the negotiation hereof nothing in this Section 8.4 is intended to or the transactions contemplated herebyshall relieve or release any Person from its obligations under any other contract or other document to which such Person is expressly made a party that is delivered pursuant to this Agreement.

Non-Recourse. Except for All claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach Causes of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever Action (whether in contract or in tort, contract in law or otherwisein equity, or granted by statute) arising under that may be based upon, in respect of, arise under, out or relating by reason of, be connected with, or related in any manner to this Agreement, the negotiation hereof Related Agreements, the Transaction or its subject matterpre-Closing operations of the Business may be made only against (and are expressly limited to) the Persons that are expressly identified as Parties hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or representative of, and any financial advisor or lender to, any of the transactions contemplated hereby shall be asserted against any Company foregoing (“Non-Party Affiliate or any SPAC Non-Party Affiliate (other than SponsorAffiliates”), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in contract or in tort, contract in law or otherwisein equity, or granted by statute or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for breach any Causes of Action or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or the Related Agreements or based on, in respect of, or by reason of this Agreement or in respect the Related Agreements or their negotiation, execution, performance or breach; and, to the maximum extent permitted by Law, each Contracting Party waives and releases all such Causes of Action and Liabilities against any written or oral representations made or alleged such Non-Party Affiliates. Without limiting the foregoing, to be made in connection herewiththe maximum extent permitted by Law, or for each Contracting Party disclaims any actual or alleged inaccuracies, misstatements or omissions reliance upon any Non-Party Affiliates with respect to the performance of this Agreement or the Related Agreements or any information representation or materials of any kind furnished warranty made in, in connection with with, or as an inducement to this Agreement, the negotiation hereof Agreement or the transactions contemplated herebyRelated Agreements. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9.15.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsorthe Shareholders named as parties hereto), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) the Shareholders named as parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever All Actions (whether in contract or in tort, contract in Law or otherwisein equity) arising under that may be based upon, arise out of or relating relate to this Agreement, Agreement or the negotiation hereof or its subject matterAncillary Documents, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate negotiation, execution or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach performance of this Agreement or in respect of the Ancillary Documents (including any written representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this AgreementAgreement or the Ancillary Documents or as an inducement to enter into this Agreement or the Ancillary Documents), may be made only against the entities that are expressly identified as Parties hereto and parties thereto. No Person who is not a named party to this Agreement or the Ancillary Documents, including any past, present or future director, manager, officer, employee, incorporator, member, partner, equityholders (including stockholders and optionholders), Affiliate, agent, attorney or representative of any named party to this Agreement or the other Ancillary Documents (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Ancillary Document (as the case may be) or the negotiation or execution hereof or the transactions contemplated herebythereof; and each Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement.

Non-Recourse. Except for claims pursuant to as set forth in the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions thereinConfidentiality Agreement, each Party agrees that (a) this Agreement may only be enforced only against, and any action for breach of Proceeding based upon, arising out of, or related to this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall may be asserted against any Company Non-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 Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) with respect to each Party, no Company Non-past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor, lender or representative of such named Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) 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 representations, warranties, covenants, agreements or other obligations or liabilities of such named Party or for any claim based on, arising out of of, or relating related to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated hereby. The provisions of this Section 10.16 are intended to be for the benefit of, including with respect and enforceable by the Affiliates, officers, directors, employees, incorporators, members, partners, stockholders, agents, attorneys and other representatives referenced in this Section 10.16 and each such Person shall be a third party beneficiary of this Section 10.16. Notwithstanding anything herein to the contrary, no Lender or Lender Related Party shall have any claim Liability (whether in contract or in tort, contract in law or otherwisein equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) to the Acquired Companies, GB Holdco, the Representative or any Company Representative for breach of any obligations or liabilities arising under, in connection with or related to the Debt Financing or this Agreement or for any claim based on, in respect of any written or oral representations made or alleged to be made in connection herewithof, or for any actual by reason of the Debt Financing or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof Agreement or the transactions contemplated herebynegotiation, execution or performance thereof; and each Company Representative waives and releases all such liabilities, claims and obligations against any Lender or any Lender Related Party.

Non-Recourse. Except for All claims pursuant or causes of Litigation (whether in Contract or in tort, in law or in equity) that may be based upon, arise out of or relate to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, Documents or the transactions contemplated hereby shall be asserted against negotiation, execution, performance or non-performance of Transaction Documents (including any Company Non-Party Affiliate representation or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, any other Transaction Document or as an inducement to enter into this Agreement or such other Transaction Document) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to the Transaction Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to the Transaction Documents (including the Financing Sources), including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate (disregarding for purposes of this Section 9.13, the last sentence in the definition of “Affiliate”), agent, attorney or Representative of any named party to this Agreement that is not itself a named party to the Transaction Documents (including the Financing Sources) (“Non-Party Affiliates”), shall have any Liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or Liabilities arising under, in connection with or related to the Transaction Documents or for any claim based on, in respect of, or by reason of the Transaction Documents or their negotiation hereof or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates (including the Financing Sources). The parties acknowledge and agree that the Non-Party Affiliates (including the Financing Sources) are intended third-party beneficiaries of this Section 9.13. Nothing herein shall modify, impact, limit or impair the rights of any party to the Debt Commitment Letter or any document as it relates to any claim or cause of Litigation (whether in Contract or in tort, in law or in equity) that may be based on or relate to the Debt Financing or the transactions contemplated herebynegotiation, execution, performance or non-performance of the Debt Commitment Letter or the Debt Financing.

Non-Recourse. Except for claims pursuant Notwithstanding anything to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions thereincontrary contained in this Agreement, each Party agrees that (a) this Agreement may only be enforced against, and any claims or causes of action for breach that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the Transactions, may only be made against, against the Parties, entities and Persons that are expressly identified as Parties herein in their capacities as such and no claims former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matterParty hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the transactions contemplated hereby shall be asserted against any Company foregoing (each, a “Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than SponsorRecourse Party”) shall have any Liability arising out for any obligations or Liabilities of or relating the parties to this Agreement, the negotiation hereof Agreement or its subject matter, or the transactions contemplated hereby, including with respect to for any claim (whether in tort, contract or otherwise) for breach of this Agreement based on, in respect of, or by reason of, the Transactions or in respect of any written or oral representations made or alleged to be made in connection herewith; 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 arise from obligations hereunder. 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 for seek to recover monetary damages from, any actual or alleged inaccuraciesNon-Recourse Party. Notwithstanding the foregoing, misstatements or omissions with respect this Section 11.07 shall not apply to any information or materials of any kind furnished Section 11.01, which shall be enforceable by the Securityholder Representative in connection with this Agreement, its entirety against the negotiation hereof or the transactions contemplated herebySecurityholders.

Non-Recourse. Except for From and after the Closing, (i) all claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in contract or in tort, contract in law or otherwisein equity) arising under that may be based upon, arise out of or relating relate to this Agreement, Agreement or the negotiation hereof or its subject matterother Transaction Agreements, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate negotiation, execution or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach performance of this Agreement or in respect of the other Transaction Agreements (including any written representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement or the other Transaction Agreements or as an inducement to enter into this Agreement or the other Transaction Agreements), may be made only against the entities that are expressly identified as parties hereto and thereto, and (ii) no Person who is not a named party to this Agreement or the other Transaction Agreements, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named party to this Agreement or the other Transaction Agreements (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Transaction Agreement (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Transaction Agreement (as the case may be) or the negotiation or execution hereof or thereof; and each party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement. Notwithstanding the foregoing, the negotiation hereof or provisions of this Section 10.12 shall not apply the transactions contemplated herebydefinition of “Sellers” and the use of that term throughout this Agreement and any other Transaction Agreement.

Non-Recourse. Except for Any claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in contract or in tort, contract in law or otherwisein equity) arising under that may be based upon, arise out of or relating relate to this Agreement, or the negotiation hereof negotiation, execution, performance or breach (whether willful, intentional or otherwise) of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as a Party. No Person who is not a named Party to this Agreement, including without limitation any past, present or future director, officer, employee, incorporator, member, partner, equityholder, Affiliate, agent, attorney or representative of any named Party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities based upon, arising under, in connection with or related to this Agreement or for any claim based on, in respect of, arising out of, related to or by reason of this Agreement or its subject matternegotiation, execution, performance or the transactions contemplated hereby shall be asserted breach (whether willful, intentional or otherwise); and each Party waives and releases all such liabilities, claims and obligations against any Company such Non-Party Affiliate or and expressly disclaims reliance on upon any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including Affiliates with respect to any claim (whether in tort, contract or otherwise) for breach the performance of this Agreement or in respect of any written representation or oral representations warranty made (or alleged to be made have been made) in, in connection herewithwith, or for any actual or alleged inaccuracies, misstatements or omissions with respect as an inducement to any information or materials of any kind furnished in connection with this Agreement. Non-Party Affiliates are expressly intended as third party beneficiaries of this Section ‎8.11. Notwithstanding the foregoing, this Section ‎8.11 shall in no way limit the negotiation hereof liabilities of Company Equityholders expressly set forth in the Company Voting and Support Agreements or the transactions contemplated hereby.Stock Letter of Transmittal. 95

Non-Recourse. Except for All claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in contract or in tort, contract in law or in equity, by statute or otherwise) arising under that may be based upon, arise out of or relating relate in any manner to this Agreement, Agreement or the negotiation hereof or its subject matterother Transaction Documents, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate negotiation, execution or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach performance of this Agreement or in respect of the other Transaction Documents (including any written representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this AgreementAgreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may be made only against (and are expressly limited to) the Persons that are expressly identified as parties hereto and thereto. No Person who is not a named party to this Agreement or the other Transaction Documents, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, equity holder, controlling person, Affiliate, agent, attorney or representative of any named party to this Agreement or the other Transaction Documents (the “Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, by statute or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates, including by or through theories of equity, agency, control, instrumentality, single business enterprise, piercing the veil or undercapitalization) for any obligations or liabilities arising under, in connection with or related to this Agreement or the other Transaction Documents (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or the other Transaction Documents (as the case may be) or the negotiation or execution hereof or thereof; and each Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The Parties acknowledge and agree that the transactions contemplated herebyNon-Party Affiliates are intended third-party beneficiaries of this Section 8.14.

Non-Recourse. Except for All claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in contract or in tort, contract in law or otherwisein equity) arising under that may be based upon, arise out of or relating relate to this Agreement, Agreement or the negotiation hereof or its subject matterother Transaction Documents, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate negotiation, execution or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach performance of this Agreement or in respect of the other Transaction Documents (including any written representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this AgreementAgreement 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 entities that are expressly identified as Parties hereto and thereto. No Person who is not a named Party to this Agreement or the other Transaction Documents, including any past, present or future Affiliate of Seller or the Company or any of their respective directors, officers, employees, incorporators, members, managers, partners, equityholders (including stockholders and optionholders), Affiliates, agents, attorneys or Representatives (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Transaction Document (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Transaction Document (as the case may be) or the negotiation or execution hereof or the transactions contemplated hereby.thereof; and each Party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. * * * * *

Non-Recourse. Except for All claims pursuant or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to the Transaction this Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, related documents or the transactions contemplated hereby shall be asserted against any Company Nonnegotiation, execution, performance or non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach performance of this Agreement or in respect of any written related documents (including any representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, any related documents or as an inducement to enter into this Agreement or any related documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement or any related documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to this Agreement or any related documents, including without limitation any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement, any related documents or for any claim based on, in respect of, or by reason of this Agreement, any related documents or their negotiation hereof 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 transactions contemplated herebyNon-Party Affiliates are intended third-party beneficiaries of this Section 9.14 (Non-Recourse).

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this This Agreement may only be enforced against, and any claim or cause of action for breach of based upon, arising out of, or related to this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall may only be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a party hereto (other than Sponsorand then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any party hereto and (bii) no Company Non-Party past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate or SPAC Non-Party Affiliate (other than Sponsor) of any of the foregoing shall have any Liability liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, the NESCO Owner, Acquiror, Merger Sub, Intermediate Holdings or New HoldCo under this Agreement of or for any claim based on, arising out of of, or relating related to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary herein, including with respect the Company agrees on behalf of itself and its Affiliates and Representatives that none of the Debt Financing Sources shall have any liability or obligation to the Company or any claim (whether in tort, contract of its Affiliates or otherwise) for breach of Representatives relating to this Agreement or in respect any of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebyherein (including the Debt Financing). This Section 12.15 is intended to benefit and may be enforced by the Debt Financing Sources and shall be binding on all successors and assigns of the Company.

Non-Recourse. Except All Claims (whether in Contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or 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 named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement 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 pursuant to and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Transaction 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 Ancillary Document by any agreement to which they are specifically a party or parties thereto against any other an express third party or parties thereto on the terms and beneficiary thereof. This Section 9(n) is subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced againstto, and any action for breach of this Agreement may only be made againstdoes not alter the scope or application of, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than SponsorSection 9(j), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.

Non-Recourse. Except for claims pursuant any Claims for Actual Fraud committed by such Person, all Claims (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to the Transaction this Agreement or any the other Ancillary Document by any party Documents, or parties thereto against any other party the negotiation, execution or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach performance of this Agreement or the other Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the other Ancillary Documents or as an inducement to enter into this Agreement or the other Ancillary Documents), may only be made againstonly against the entities that are expressly identified as parties hereto and thereto. Except for any Claims for Actual Fraud committed by such Person, no Person who is not a named party to this Agreement or the Partiesother Ancillary Documents, and no claims including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any nature whatsoever named party to this Agreement or the other Ancillary Documents (“Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, contract in law or otherwisein equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for any obligations or Liabilities arising under under, in connection with or related to this Agreement or such other Ancillary Agreement (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Ancillary Agreement (as the case may be) or the negotiation or execution hereof or thereof; and each party hereto waives and releases all such Liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement. For the avoidance of doubt, none of the Financing Sources will have any liability to the Seller or its Affiliates relating to or arising out of this Agreement, the negotiation hereof Debt Financing or its subject matterotherwise, whether at law, or equity, in contract, in tort or otherwise, and neither the transactions contemplated hereby shall be asserted Seller nor any of its Affiliates will have any rights or claims against any Company Non-Party Affiliate of the Financing Sources hereunder or any SPAC Non-Party Affiliate (other than Sponsor), and (b) thereunder; provided that this sentence shall in no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating way limit the Company’s ability to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect seek specific performance pursuant to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebySection 9.17.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this This Agreement may only be enforced against, and any claim, obligation, liability or cause of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in contract or in tort, contract in law or otherwisein equity, or granted by statute) based upon, in respect of, arising under under, out or relating by reason of, be connected with, or related in any manner to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated hereby shall may only be asserted brought against any Company Non-Party Affiliate the entities that are expressly named as parties hereto in the preamble to this Agreement, and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or commonly advised) fund, agent, lender, attorney, advisor or representative, or any SPAC Non-Party Affiliate (other than Sponsor)of their respective assignees or successors, of any named party to this Agreement and (b) no Company past, present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or commonly advised) fund, agent, attorney, lender, advisor or representative, or any of their respective assignees or successors, of any of the foregoing (collectively, the “Non-Party Affiliate or SPAC Non-Party Affiliate (other than SponsorRecourse Parties”) shall have any Liability liability (whether in contract, tort, law, equity, granted by statute or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, SPAC, Pubco or Merger Sub under this Agreement of or for any claim or cause of action based on, in respect of, arising under, out or by reason of, be connected with, or related in any manner to this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby. To the maximum extent permitted by applicable Law, each of the entities expressly named as parties hereto, on behalf of itself and its controlled Affiliates, hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Non-Recourse Party. Notwithstanding anything to the contrary contained herein, nothing in this Section 11.14 shall limit any of the rights of the parties to the Ancillary Agreements to enforce, or to bring any claim or cause of action based upon, arising out of or relating related to, any Ancillary Agreement against Non-Recourse Party to this the extent such Non-Recourse Party is a party to such Ancillary Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.

Non-Recourse. Except for claims pursuant to as expressly set forth in the Transaction Confidentiality Agreement or any other Ancillary Document by any party Transaction Agreement, all claims, obligations, liabilities, or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether at Law, in tortequity, contract in contract, in tort or otherwise) arising under that may be based upon, in respect of, arise under, out or relating by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation hereof negotiation, execution, or performance of this Agreement, may be made only against the Parties that are expressly identified in the preamble to this Agreement and the successors and assigns thereof (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, director, officer, employee, agent, consultant or representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or 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 (collectively, the “Non-Party Affiliates”), shall have any liability (whether in law or in equity, whether in contract or in tort or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its subject matternegotiation, execution, performance, or breach (other than as expressly set forth in the transactions contemplated Confidentiality Agreement or any other Transaction Agreement), 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 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 the Confidentiality Agreement or any other Transaction Agreement) against any such Non-Party Affiliates; provided, that, for clarity, no party to the Confidentiality Agreement or any other Transaction Agreement shall be asserted against any Company deemed a Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to such documents to which it is a party. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the Confidentiality Agreement or any claim other Transaction Agreement, (i) Parent hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether at Law, in tortequity, contract in contract, in tort or otherwise) for breach , to avoid or disregard the entity form of any Seller that is a trust or otherwise impose liability of a Seller on any beneficiary of such trust that is not otherwise a Seller or trustee of a Seller, whether granted by statute or based on theories of equity, agency, control, instrumentality, 100 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 in respect of any written or oral representations made or alleged to be made in connection herewithits negotiation, execution, performance, or for breach (other than as expressly set forth in the Confidentiality Agreement or any actual or alleged inaccuracies, misstatements or omissions other Transaction Agreement); and (ii) each Contracting Party disclaims any reliance upon any Non-Party Affiliates with respect to the performance of this Agreement or any information representation or materials of any kind furnished warranty made in, in connection with with, or as an inducement to this Agreement, the negotiation hereof or the transactions contemplated hereby.

Non-Recourse. Except for claims pursuant Notwithstanding anything to the Transaction Agreement contrary contained herein or any other Ancillary Document by any party or parties thereto otherwise, except claims for indemnification against any other party or parties thereto on the terms Equityholders pursuant to, and subject to the terms and conditions thereinof, each Party agrees that (a) Section 8.02, this Agreement may only be enforced against, and any claims or causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under that may be based upon, arise out of or relating relate to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate negotiation, execution or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out performance of or relating to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated hereby, may only be made against the entities and Persons that are expressly identified as parties to this Agreement in their capacities as such and no former, current or future stockholders, equity holders (including with respect the Equityholders and Pre-Closing Equityholders), controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) for breach of this Agreement based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any written or oral representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party (including any of the Equityholders), in each case, whether in tort, contract or otherwise. Nothing in this Section 10.13 shall limit any claim for Fraud brought against any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebyparty based on such party’s Fraud.

Non-Recourse. Except for claims pursuant Notwithstanding anything to the Transaction contrary contained in this Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions thereinotherwise, each Party agrees that (a) this Agreement may only be enforced against, and any claims or causes of action for breach that may be based upon, arise out of or relate to the non-performance this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made againstagainst the entities and persons that are expressly identified as parties in their capacities as such. No former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or affiliates (other than the Parties, and no claims parties to the Merger Agreement) of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating party to this Agreement, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or affiliate of any of the negotiation hereof or its subject matterforegoing (each, or the transactions contemplated hereby shall be asserted against any Company a “Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than SponsorRecourse Party”) shall have any Liability arising out liability for any obligations or liabilities of the parties or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to for any claim (whether in tort, contract or otherwise) for breach of based on, in respect of, or by reason of, this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement. Without limiting the rights of any party against the other parties to this Agreement, 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. Nothing in this Agreement precludes the negotiation hereof parties or any Non-Recourse Parties from exercising any rights, and nothing in this Agreement shall limit the transactions contemplated herebyliability or obligations of any Non-Recourse Party, 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 10(n) is subject to, and does not alter the scope or application of, Section 10(j).

Non-Recourse. Except for All claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in Contract or in tort, contract in law or otherwisein equity) arising under or relating to this Agreementthat may be based upon, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising arise out of or relating relate to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated herebyTransaction Documents or the negotiation, including with respect to any claim (whether in tortexecution, contract performance or otherwise) for breach non-performance of this Agreement or in respect of the Transaction Documents (including any written representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation Transaction Documents or as an inducement to enter into this Agreement or the Transaction Documents) may be made by any party hereto or thereto or any express third party beneficiary of any relevant provision hereof or thereof only against the transactions contemplated herebyPersons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement or the Transaction Documents, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any of the Transaction Documents (“Non-Party Affiliates”) shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement, the Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement, the Transaction Documents or their negotiation or execution; and each party hereto or thereto waives and releases, on behalf of itself and in the case of Company, Company Related Parties, and in the case of Parent, Parent Related Parties, all such liabilities, claims and obligations against any such Non-Party Affiliates; it being understood that the foregoing shall not restrict any claims that the Company may assert pursuant to the terms and conditions of the Confidentiality Agreement or the rights of the Company as an express third party beneficiary under the Equity Commitment Letter pursuant to the terms and conditions of the Equity Commitment Letter. Nothing in this ‎Section 11.14, (a) precludes the parties or express third party beneficiaries from exercising any rights under this Agreement or any other Transaction Document to which they are specifically a party or an express third party beneficiary thereof or (b) limits the liability of any Non-Party Affiliates under this Agreement or any other Transaction Document to which they are specifically a party. This ‎Section 11.14 is subject to, and does not alter the scope or application of, ‎Section 11.13. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this ‎Section 11.14.

Non-Recourse. Except for Notwithstanding anything that may be expressed or implied in this Agreement, (a) all claims pursuant or causes of action (whether in contract or tort, in law or in equity, or based upon any theory that seeks to “xxxxxx the Transaction corporate veil” or impose liability of an entity against its owners or Affiliates or otherwise) that may be based upon, arise out of or relate to this Agreement or any other Ancillary Document, or the negotiation, execution or performance of this Agreement or any Ancillary Document by (including any party representation or parties thereto warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement or any Ancillary Document), may be made only against any other party or parties thereto on the terms (and subject to the terms and conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or thereof) the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate entities that are expressly identified as parties hereto (other than Sponsor), including their successors and permitted assigns) and thereto and (b) no Company Person who is not a named party to this Agreement or any Ancillary Document, including without limitation any past, present or future director, officer, employee, incorporator, member, manager, partner, equityholder, Affiliate, agent, attorney or representative of any named party to this Agreement or any Ancillary Document (“Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) Affiliates”), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim liability (whether in contract or tort, contract in law or in equity, or based upon any theory that seeks to “xxxxxx the corporate veil” or impose liability of an entity against its owners or Affiliates or otherwise) for breach any obligations or liabilities arising under, in connection with or related to this Agreement or any Ancillary Document or for any claim based on, in respect of, or by reason of this Agreement or in respect any Ancillary Document or its negotiation or execution, and each party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials this provision of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.

Non-Recourse. Except for All claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in contract or in tort, contract in law or otherwisein equity) arising under or relating to this Agreementthat may be based upon, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising arise out of or relating relate to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated herebyRelated Documents or the negotiation, including with respect to any claim (whether in tortexecution, contract performance or otherwise) for breach non-performance of this Agreement or in respect of the Related Documents (including any written representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof Related Documents or as an inducement to enter into this Agreement or the transactions contemplated herebyRelated Documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement or the Related Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to this Agreement or the Related Documents, including without limitation the Lender Parties and any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named party to this Agreement (together, the “Non-Party Affiliates”) shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement, the Related Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates; provided, however, that notwithstanding the foregoing, nothing in this Section 8.12 shall in any way limit or modify the rights and obligations of Parent, Merger Sub or the Lender Parties under the Debt Financing Commitment (or the Financing Agreements, when executed) or Parent’s or Merger Sub’s obligations under this Agreement. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.12.

Non-Recourse. Except for All claims pursuant or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to the Transaction this Agreement or any other Ancillary Document by any party document, certificate or parties thereto against any other party instrument delivered pursuant hereto, or parties thereto on the terms and subject to the conditions thereinnegotiation, each Party agrees that (a) this Agreement may only be enforced againstexecution, and any action for breach performance or non-performance of this Agreement or any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in or in connection with this Agreement or any other document, certificate or instrument delivered pursuant hereto or as an inducement to enter into this Agreement and the other documents delivered pursuant hereto) may only be made againstonly against the Person or Persons that are expressly identified as parties hereto or thereto. In no event shall any Party, or party to the Partiesother documents delivered pursuant hereto, and no claims have any shared or vicarious liability for the actions or omissions of any nature whatsoever other Person. No Person who is not a named party to this Agreement or the other documents delivered pursuant hereto, including any past, present or future director, manager, officer, employee, incorporator, member, partner, equity holder, Affiliate, agent, attorney or representative of any Party (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, contract in law or otherwisein equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities arising under under, in connection with or relating related to this AgreementAgreement or any other document, the negotiation hereof certificate, information, due diligence materials or its subject matter, or instrument delivered in connection with the transactions contemplated hereby shall be asserted against or pursuant hereto or for any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor)claim based on, and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matterin respect of, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach by reason of this Agreement or in respect of any written other document, certificate, information, due diligence materials or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished instrument delivered in connection with this Agreement, the negotiation hereof or the transactions contemplated herebyhereby or pursuant hereto 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 9.15.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever All Claims (whether in Contract or in tort, contract in law or otherwisein equity) arising under or relating to this Agreementthat may be based upon, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising arise out of or relating relate to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated herebyTransaction Documents or the negotiation, including with respect to any claim (whether in tortexecution, contract performance or otherwise) for breach non-performance of this Agreement or in respect of the Transaction Documents (including any written representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation Transaction Documents or as an inducement to enter into this Agreement or the Transaction Documents) may be made by any party hereto or thereto or any third party beneficiary of any relevant provision hereof or thereof only against the transactions contemplated herebyPersons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement or the Transaction Documents, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any of the Transaction Documents and the Debt Financing Sources (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement, the Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement, the Transaction Documents or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates; it being understood that the foregoing shall not restrict any claims that the Company may assert against the Investors, if, as and when required pursuant to the terms and conditions of the Limited Guarantee or the rights of the Company as an express third party beneficiary under the Equity Commitment Letter pursuant to the terms and conditions of the Equity Commitment Letter. Nothing in this Section 11.15 (i) precludes the parties or express third party beneficiaries from exercising any rights under this Agreement or any other Transaction Document to which they are specifically a party or an express third party beneficiary thereof or (ii) limits the liability or obligations of any Non-Party Affiliates under this Agreement or any other Transaction Document to which they are specifically a party. This Section 11.15 is subject to, and does not alter the scope or application of, Section 11.14. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 11.15. [The remainder of this page has been intentionally left blank; the next page is the signature page.]

Non-Recourse. Except for All claims pursuant or causes of action (whether in contract or in tort, in law or in equity, by statute or otherwise) that may be based upon, arise out of or relate to the Transaction this Agreement or any the other Ancillary Document by any party Transaction Documents, or parties thereto against any other party the negotiation, execution or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach performance of this Agreement or the other Transaction Documents (including any representation or warranty made in or in connection with this Agreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may only be made againstonly against the Persons that are expressly identified as parties hereto and thereto. Absent fraud or willful misconduct, no Person who is not a named party to this Agreement or the Partiesother Transaction Documents, and no claims including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, equityholder, controlling person, Affiliate, agent, attorney or representative of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating named party to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated hereby shall be asserted against any Company other Transaction Documents (the “Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than SponsorAffiliates”) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim liability (whether in contract or in tort, contract in law or in equity, by statute or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates, including by or through theories of equity, agency, control, instrumentality, single business enterprise, piercing the veil or undercapitalization) for breach any obligations or liabilities arising under, in connection with or related to this Agreement or the other Transaction Documents (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or in respect of any written the other Transaction Documents (as the case may be) or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation or execution hereof or the transactions contemplated herebythereof; and each Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates.

Non-Recourse. Except for claims pursuant to the Transaction Business Combination Agreement or any other Ancillary Document by any party or parties party(ies) thereto against any other party or parties party(ies) thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsorthe Securityholders named as parties hereto), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) the Securityholders named as parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) Except for the liabilities and obligations of the parties to the Confidentiality Agreement, the Voting Agreement, the Equity Commitment Letter, the Limited Guarantee and the other Transaction Documents under any of the foregoing Contracts to which they are expressly identified as parties, all claims, obligations, liabilities or Legal Actions (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the Transactions, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only be enforced againstagainst (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of, and any action financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of any of the foregoing (collectively, the “Non-Recourse Party”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, Legal Actions, obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the Transactions or based on, in respect of, or by reason of this Agreement or the Transactions or the negotiation, execution, performance, or breach of this Agreement may only be made against(other than, in each case, the Parties, liabilities and no claims obligations of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating the parties to this the Confidentiality Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Voting Agreement, the negotiation hereof Equity Commitment Letter, the Limited Guarantee and the other Transaction Documents under any of the foregoing Contracts to which they are expressly identified as parties), and, to the maximum extent permitted by Law, each Contracting Party, on behalf of itself and its Affiliates, hereby waives and releases all such liabilities, claims, Legal Actions and obligations against any such Non-Recourse Party. Without limiting the foregoing, to the maximum extent permitted by Law, except as provided in the Confidentiality Agreement, the Voting Agreement, the Equity Commitment Letter, the Limited Guarantee and the other Transaction Documents, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands or its subject matterLegal Actions that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the transactions contemplated herebyentity form of a Contracting Party or otherwise impute or extend the liability of a Contracting Party to any Non-Recourse Party, including whether based on statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (ii) each Contracting Party disclaims any reliance upon any Non-Recourse Party with respect to any claim (whether in tort, contract or otherwise) for breach the performance of this Agreement or in respect of any written representation or oral representations warranty made or alleged to be made in, in connection herewithwith, or for any actual or alleged inaccuracies, misstatements or omissions as an inducement to this Agreement. Notwithstanding anything herein to the contrary this Section 8.15 shall not apply with respect to any information or materials actual, knowing, and intentional fraud with respect to the making of any kind furnished the express representations and warranties set forth in connection with ARTICLES III and IV of this Agreement, the negotiation hereof or the transactions contemplated hereby.

Non-Recourse. Except for Notwithstanding anything that may be expressed or implied in this Agreement, (a) all claims pursuant or causes of action (whether in contract or tort, in law or in equity, or based upon any theory that seeks to “pxxxxx the Transaction corporate veil” or impose liability of an entity against its owners or Affiliates or otherwise) that may be based upon, arise out of or relate to this Agreement or any other Ancillary Document, or the negotiation, execution or performance of this Agreement or any Ancillary Document by (including any party representation or parties thereto warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement or any Ancillary Document), may be made only against any other party or parties thereto on the terms (and subject to the terms and conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or thereof) the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate entities that are expressly identified as parties hereto (other than Sponsor), including their successors and permitted assigns) and thereto and (b) no Company Person who is not a named party to this Agreement or any Ancillary Document, including without limitation any past, present or future director, officer, employee, incorporator, member, manager, partner, equityholder, Affiliate, agent, attorney or representative of any named party to this Agreement or any Ancillary Document (“Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) Affiliates”), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim liability (whether in contract or tort, contract in law or in equity, or based upon any theory that seeks to “pxxxxx the corporate veil” or impose liability of an entity against its owners or Affiliates or otherwise) for breach any obligations or liabilities arising under, in connection with or related to this Agreement or any Ancillary Document or for any claim based on, in respect of, or by reason of this Agreement or in respect any Ancillary Document or its negotiation or execution, and each party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials this provision of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.

Non-Recourse. Except for Each Party agrees that all claims pursuant to the Transaction Agreement or causes of action (whether based on contract, equity, tort or any other Ancillary Document by any party theory) that may be based upon, arise out of or parties thereto against any other party or parties thereto on the terms and subject relate to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach or the negotiation execution or performance of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating only against persons who are Parties to this AgreementAgreement (including for the avoidance of doubt, the negotiation hereof or its subject matterPurchaser Direct Parent, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor)Seller Parent, and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability and, with respect to claims arising out of or relating to Section 5.16 or Section 5.18, Parent) or parties to the Guaranty. No Person who is not a named -98- party to this AgreementAgreement or the Guaranty shall have any liability (whether based on contract, equity, tort or any other theory that seeks to impose liability of an entity party against its owners, representatives, agents or Affiliates for any obligations or liabilities arising under, in connection with or related to or its negotiation or execution. The Parties waive and release all such liabilities, claims and obligations against any Person who is not a named party to this Agreement or the Guaranty; provided that nothing in this Section 11.16 shall affect the rights of any party hereto under the Ancillary Agreements which shall remain subject to the terms thereof. Notwithstanding anything to the contrary contained herein, the negotiation hereof Seller agrees, on behalf of itself, its Subsidiaries and the Commercial Air Group, that none of the Debt Financing Sources shall have any liability or obligation to the Seller, any of its subject matter, Subsidiaries or the Commercial Air Group relating to this Agreement or any of the transactions contemplated herebyherein (including the Debt Financing or any Alternative Financing). This Section 11.16 is intended to benefit and may be enforced by the Debt Financing Sources and shall be binding on all successors and assigns of the Seller, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, its Subsidiaries and the negotiation hereof or the transactions contemplated herebyCommercial Air Group.

Non-Recourse. Except for claims pursuant to the Transaction Agreement All Actions, Liabilities or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in contract or in tort, contract in law or otherwisein equity or granted by statute) arising under that may be based upon, in respect of, arise under, out of or relating by reason of, be connected with or relate in any manner to this Agreement, or the negotiation hereof negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made against only (and such representations and warranties are those solely of) the Persons that are expressly identified as Parties to this Agreement (the “Contracting Parties”). Other than in the case of fraud, no Person who is not a Contracting Party, including any current, former or future director, officer, employee, consultant, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, consultant, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action 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 subject matternegotiation, execution, performance or breach, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) other than in the case of fraud, each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the transactions contemplated hereby shall be asserted against entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any Company Non-Party Affiliate Nonparty Affiliate, whether granted by statute or any SPAC Non-Party Affiliate (other than Sponsor)based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise and (b) no Company Non-each Contracting Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have disclaims any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including reliance upon any Nonparty Affiliates with respect to any claim (whether in tort, contract or otherwise) for breach the performance of this Agreement or in respect of any written representation or oral representations warranty made or alleged to be made in connection herewithin, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with or as an inducement to this Agreement, the negotiation hereof or the transactions contemplated hereby.

Non-Recourse. All claims or causes of action (whether in contract or in tort, at law or in equity) that may be based upon, arise out of or relate to this Agreement or the Related Agreements, or the negotiation, execution or performance of this Agreement or the Related Agreements (including any representation or warranty made in or in connection with this Agreement or the Related Agreements or as an inducement to enter into this Agreement or the Related Agreements) may be made only against the Entities or Persons that are expressly identified as Parties hereto and thereto. Except for claims pursuant to the Transaction extent named as a Party to this Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject Related Agreements (then only to the conditions therein, each Party agrees that (a) extent of the specific obligations of such Parties set forth in this Agreement may only be enforced againstor such Related Agreements), and no Affiliate of Parent or the Company shall have any action Liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose Liability of an Entity party against its owners or Affiliates) for breach any obligations or Liabilities arising under, in connection with or related to this Agreement or such other Related Agreement or any transactions contemplated hereby or thereby or for any claim based on, in respect of, or by reason of this Agreement or such other Related Agreement (as the case may only be made againstbe), the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted and thereby or the negotiation or execution hereof or thereof; and each Party hereto waives and releases all such Liabilities, claims and obligations against any such Affiliate of the Company or Parent. The Affiliates of the Company and Parent are expressly intended as third party beneficiaries of this provision of this Section 9.17. For the avoidance of doubt, this Section 9.17 shall not limit any remedies available to any Person under the Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Disclosure Agreement, the negotiation hereof or its subject matter, against Parent or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebyCompany.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this This Agreement may only be enforced against, and any claim or cause of action for breach based upon, arising out of, or related to this Agreement or the transactions contemplated hereby or the negotiation, execution, performance or non-performance of this Agreement may only be made brought against, the Partiesentities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, and subject to the limitations contained herein. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise, and subject to the limitations contained herein), no claims person, including any past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative of any nature whatsoever named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract, tort, contract equity or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) arising under for any one or relating more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the parties to this AgreementAgreement of or for any claim based on, the negotiation hereof or its subject matterarising out of, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate related to this Agreement or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach . The parties acknowledge and agree that the Non-Party Affiliates are intended third party beneficiaries of this Agreement or in respect Section 5.15. [Remainder of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.Page Intentionally Left Blank]

Non-Recourse. Except for claims pursuant to the Transaction Agreement All Claims or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in Contract or in tort, contract in law or otherwisein equity) arising under that may be based upon, arise out of or relating relate to this Agreement, Agreement or the negotiation hereof or its subject matterAncillary Documents, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate negotiation, execution or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach performance of this Agreement or in respect of the Ancillary Documents (including any written representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this AgreementAgreement or the Ancillary Documents or as an inducement to enter into this Agreement or the Ancillary Documents), may be made only against the entities that are expressly identified as parties hereto and thereto. Except in the case of Fraud committed by a party, no Person who is not a named party to this Agreement or the Ancillary Documents, including any past, present or future incorporator, member, partner, stockholder, equityholder, agent, or Representative of any named party to this Agreement or the Ancillary Documents (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or such Ancillary Documents (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such Ancillary Documents (as the case may be) or the negotiation or execution hereof or thereof, and each party hereto waives and releases all such liabilities against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third-party beneficiaries of this provision of this Agreement. Notwithstanding anything to the transactions contemplated herebycontrary in this Section 11.17, nothing in this Section 11.17 shall be deemed to limit any liabilities of the Guarantor under Article 12 (or limit any remedies available to the Company or Blocker Corp thereunder or with respect thereto) or serve as a waiver of any right on the part of the Company or Blocker Corp to initiate any Claims permitted pursuant to, and in accordance with Article 12.

Non-Recourse. Except for Notwithstanding anything that may be expressed or implied in this Agreement, except as otherwise set forth herein, all claims pursuant or causes of action (whether in contract or in tort, in Law or in equity) that may be based upon, arise out of or relate to the Transaction this Agreement or any other Ancillary Document by any party the negotiation, execution or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach performance of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall may be asserted made only against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating the entities that are expressly identified as parties hereto. No Person who is not a named party to this Agreement, the negotiation hereof or its subject matterincluding any Debt Financing Related Party, or the transactions contemplated herebyany past, including with respect present or future director, officer, incorporator, member, manager, partner, equityholder, Affiliate, agent, employee, attorney or other Representative of any named party to this Agreement (“Non-Party Affiliates”), shall have any claim liability (whether in contract or in tort, contract in law or otherwisein equity, or based upon any theory that seeks to impose liability on an entity party against its owners or Affiliates) for breach any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution, in respect each case except as otherwise provided under the laws of the State of Delaware, and each party hereto waives and releases all such liabilities, claims and obligations against any written or oral representations made or alleged to be made such Non-Party Affiliates. The Debt Financing Related Parties and any Non-Party Affiliates are expressly intended as third-party beneficiaries of this Section 10.15 and the Debt Financing Related Parties are expressly intended as third-party beneficiaries of the other Debt Financing Provisions. Notwithstanding the foregoing, nothing in connection herewiththis Agreement, or for including this Section 10.15, shall preclude any actual or alleged inaccuracies, misstatements or omissions with respect party to any information or materials of any kind furnished document executed in connection with this Agreementthe Transaction from making any claim thereunder, in each case, to the negotiation hereof or the transactions contemplated herebyextent permitted therein.

Non-Recourse. (a) All Claims (whether in contract or in tort, at law or in equity) that may be based upon, arise out of or relate to this Agreement or the other Ancillary Documents, or the negotiation, execution or performance of this Agreement or the other Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the other Ancillary Documents or as an inducement to enter into this Agreement or the other Ancillary Documents) may be made only against the entities that are expressly identified as parties hereto and thereto and that are signatories hereto and thereto. Except for claims pursuant to the Transaction extent named as a party and to the extent a signatory to this Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject (then only to the conditions therein, each Party agrees that (a) extent of the specific obligations of such parties set forth in this Agreement may only be enforced againstor such other Ancillary Document), and no Purchaser Related Party or Seller Related Party shall have any action Liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for breach any obligations or Liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document or any transactions contemplated hereby or thereby or for any claim based on, in respect of, or by reason of this Agreement or such other Ancillary Document (as the case may only be made againstbe), the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted and thereby or the negotiation or execution hereof or thereof; and each party waives and releases all such Liabilities, claims and obligations against any Company NonPurchaser Related Party or Seller Related Party. The Purchaser Related Parties and the Seller Related Parties are expressly intended as third-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach party beneficiaries of this Agreement or in respect provision of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby‎Section 10.17.

Non-Recourse. Except for claims pursuant to Notwithstanding anything that may be expressed or implied in this Agreement, and other than in respect of Fraud, the Transaction Company agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any former, current or future director, officer, employee, incorporator, Affiliate, member, manager, partner, equity holder, agent, attorney or representative of any Parent Equityholder or any Affiliate, successor or permitted assignee of any Parent Equityholder (excluding any Parent Equityholder who may be deemed to be a Non-Recourse Party of another Parent Equityholder other Ancillary Document than in its role as a Parent Equityholder itself) (collectively, “Non-Recourse Parties”), as such, whether by the enforcement of any assessment or by any party legal or parties thereto against equitable proceeding, or by virtue of any statute, regulation or other party applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or parties thereto on the terms and subject to the conditions thereinotherwise be incurred by any Non-Recourse Parties, each Party agrees that (a) as such, for any obligation of any Parent Equityholder under this Agreement may only be enforced againstor any documents or instruments delivered in connection with this Agreement for any claim based on, and any action for breach in respect of or by reason of such obligations or their creation, or otherwise by reason of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, negotiation or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, execution or the transactions contemplated hereby, including with respect and the Company (and at and following the Closing the Surviving Corporation) waives and releases all such liabilities, claims and obligations against any such Non-Recourse Parties. None of the Financing Sources will have any liability to any claim (whether in tort, contract Parent or otherwise) for breach its Affiliates relating to or arising out of this Agreement or the Debt Financing, whether at law or equity, in respect contract, in tort or otherwise, and neither Parent nor any of its Affiliates will have any written rights or oral representations made or alleged to be made in connection herewith, or for claims against any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with the Financing Sources. Each of the Non-Recourse Parties is expressly intended as a third party beneficiary of this provision of this Agreement, the negotiation hereof or the transactions contemplated hereby.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this This Agreement may only be enforced against, and any action for Action 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 this Agreement, or the negotiation, execution, performance or breach (whether willful, intentional, unintentional or otherwise), of this Agreement, including, without limitation, any representation or warranty made in connection with this Agreement or any of the other Operative Agreements (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made againstor asserted against (and are expressly limited to) the Persons that are expressly identified as the Parties in the preamble to and signature pages of this Agreement or such Operative Agreements and solely in their capacities as such. No Person who is not a Party, including (i) any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of, and any financial advisor or lender to (all above-described Persons in this subclause (i), collectively “Affiliated Persons”) a Party or its Affiliates and (ii) any Affiliated Persons of such Affiliated Persons, and the Parties (the Persons in subclauses (i) and (ii), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company “Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than SponsorParties”) shall have any Liability liability whatsoever in respect of, based upon or arising out of any Recourse Theory. Without limiting the rights of any Party against the other Parties as set forth herein, in no event shall any Party, any of its Affiliates or any Person claiming by, through or on behalf of any of them institute any Action under any Recourse Theory against any Non-Party. Notwithstanding anything to the contrary contained herein, Seller agrees, on behalf of itself, its equityholders and Affiliates (the “Seller Parties”), that none of the Lender Related Parties shall have any liability or obligation to the Seller Parties relating to this Agreement, the negotiation hereof Agreement or its subject matter, or any of the transactions contemplated hereby, herein (including with respect the Debt Financing). This Section 11.15 is intended to any claim (whether in tort, contract or otherwise) for breach benefit and may be enforced by the Lender Related Parties and shall be binding on all successors and permitted assigns of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebySeller Parties.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever All proceedings (whether in contract or in tort, contract in law or otherwisein equity) arising under that may be based upon, arise out of or relating relate to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate negotiation, execution or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach performance of this Agreement (including any representation or in respect of any written or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the Persons that are expressly identified as parties hereto. Each party hereby acknowledges and agrees that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against, and no personal liability shall attach to, the negotiation hereof former, current or future direct or indirect equityholders, directors, officers, employees, incorporators, agents, attorneys, representatives, Affiliates, members, managers, general or limited partners or assignees of the transactions contemplated herebySeller or any former, current or future direct or indirect equityholder, director, officer, employee, incorporator, agent, attorney, representative, general or limited partner, member, manager, Affiliate, agent, assignee or representative of any of the foregoing (collectively (but not including the Company), the “Seller Affiliates”), through the 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 the Purchaser against any Seller Affiliate by the enforcement of any assessment or by any legal or equitable action, by virtue of any Law, or otherwise and each party hereto waives and releases all such liabilities, claims and obligations against any such Seller Affiliate. In the event that any provision of this Agreement provides that a party hereto shall cause its Affiliates and/or representatives to take any action (or refrain from taking any action) or otherwise purports to be binding on such party’s Affiliates and/or representatives, such party shall be liable for any breach of such provision by any such Affiliate or representative.

Non-Recourse. Except for All claims pursuant or causes of Litigation (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) that may be based upon, arise out of or relate to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, Documents or the transactions contemplated hereby shall be asserted against negotiation, execution, performance or non-performance of Transaction Documents (including any Company Non-Party Affiliate representation or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, any other Transaction Document or as an inducement to enter into this Agreement or such other Transaction Document) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to the Transaction Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to the Transaction Documents (including the Financing Sources), including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to the Transaction Documents (including the Financing Sources) (“Non-Party Affiliates”), shall have any Liability (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) to any party to this Agreement for any obligations or Liabilities arising under, in connection with or related to the Transaction Documents or for any claim based on, in respect of, or by reason of the Transaction Documents or their negotiation hereof or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates (including the Financing Sources). The parties acknowledge and agree that the Non-Party Affiliates (including the Financing Sources) are intended third-party beneficiaries of this Section 9.13. Nothing herein shall modify, impact, limit or impair the rights of any party to the Debt Commitment Letter or any document as it relates to any claim or cause of Litigation (whether in Contract or in tort, in law or in equity) that may be based on or relate to the Debt Financing or the negotiation, execution, performance or non-performance of the Debt Commitment Letter or the Debt Financing. Notwithstanding anything to the contrary herein, none of any Parent Related Party, the Company, or any Non-Party Affiliate of the Company shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated herebyhereunder or thereunder (including the Debt Financing), or the termination or abandonment of any of the foregoing (provided, for the avoidance of doubt, that nothing in this sentence shall limit any Party’s right to receive a fee pursuant to Section 8.3 hereof).

Non-Recourse. Except for claims pursuant to the Transaction Business Combination Agreement or any other Ancillary Document by any party or parties party(ies) thereto against any other party or parties party(ies) thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC SOAC Non-Party Affiliate (other than Sponsorthe Shareholders named as parties hereto), and (b) no Company Non-Party Affiliate or SPAC SOAC Non-Party Affiliate (other than Sponsor) the Shareholders named as parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this This Agreement may only be enforced against, and any claims or causes of action for breach that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made againstagainst the entities that are expressly identified as parties hereto (and, in the Partiescase of the CD&R Fund, only with respect to its obligations under Section 4.10), including entities that become parties hereto after the date hereof, and no claims former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any nature whatsoever party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing (whether in torteach, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company a “Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than SponsorRecourse Party”) shall have any Liability arising out liability for any obligations or liabilities of or relating the parties to this Agreement, the negotiation hereof Agreement or its subject matter, or the transactions contemplated hereby, including with respect to for any claim (whether in tort, contract or otherwise) for breach of based on, in respect of, or by reason of, the transactions contemplated by this Agreement, the other Transaction Documents or the Snap One Merger Agreement or in respect of any written or oral representations made or alleged to be made in connection herewithherewith or therewith, provided that the foregoing shall in no way limit any rights or remedies of the Company expressly set forth in the Commitment Letter. Without limiting the rights of either party against the other party hereto, in no event shall either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or for seek to recover monetary damages from, any actual Non-Recourse Party, provided that the foregoing shall in no way limit any rights or alleged inaccuracies, misstatements or omissions with respect to any information or materials remedies of any kind furnished the Company expressly set forth in connection with this Agreement, the negotiation hereof or the transactions contemplated herebyCommitment Letter.

Non-Recourse. Except for claims pursuant to in the event of Fraud, this Agreement and the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement Documents may only be enforced against, and any action for breach claim or suit based upon, arising out of, or related to this Agreement or the Transactions Documents, or the negotiation, execution or performance of this Agreement or the Transaction Documents, may only be made againstbrought against the named parties to this Agreement or the Transaction Documents, as applicable, and then only with respect to the specific obligations set forth herein or therein with respect to the named parties to this Agreement or such Transaction Document (in all cases, as limited by the provisions of this Section 9.9). Except in the event of Fraud, no Person who is not a named party to this Agreement or any Transaction Document, including any past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, member, Affiliate, agent, attorney or representative of Buyer, the PartiesCompany, and no claims Seller or any of their respective Affiliates (each a “Non-Recourse Party”), will have or be subject to any nature whatsoever Liability or indemnification obligation (whether in contract or in tort, contract in equity or otherwise) under this Agreement or such Transaction Document, it being expressly agreed and acknowledged that except in the event of Fraud, no personal Liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party for any Liabilities arising under under, in connection with or relating related to this Agreement or any Transaction Document (including any representation or warranty made in or in connection with this Agreement or any Transaction Document) or for any claim based on, in respect of, or by reason of this Agreement or any Transaction Document or its negotiation or execution; and each party hereto waives and releases all such Liabilities against any Non-Recourse Parties. Except in the event of Fraud, to the maximum extent permitted by applicable law, each Party hereby (a) waives and releases all such claims, causes of action, Liabilities and other obligations against any such Non-Recourse Parties, (b) waives and releases any and all claims, causes of action, rights, remedies, demands or actions that may otherwise be available to avoid or disregard the entity form of a Party or otherwise impose the Liability of a Party on any 60 Non-Recourse Party, whether granted by Legal Requirements or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise, and (c) disclaims any reliance upon any Non-Recourse Party with respect to the performance of this Agreement, the negotiation hereof other Transaction Documents and any representation or its subject matterwarranty made in, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebyas an inducement hereto or thereto.

Non-Recourse. Except for All claims pursuant or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to the Transaction this Agreement or any other Ancillary Document by any party document, certificate or parties thereto against any other party instrument delivered pursuant hereto, or parties thereto on the terms and subject to the conditions thereinnegotiation, each Party agrees that (a) this Agreement may only be enforced againstexecution, and any action for breach performance or non-performance of this Agreement or any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in or in connection with this Agreement or any other document, certificate or instrument delivered pursuant hereto or as an inducement to enter into this Agreement and the other documents delivered pursuant hereto) may only be made against, only against the Parties, and Persons that are expressly identified as Parties hereto or thereto. In no claims event shall any named Party to this Agreement or the other documents delivered pursuant hereto have any shared or vicarious liability for the actions or omissions of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating other Person. No Person who is not a named party to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated hereby shall be asserted against other documents delivered pursuant hereto, including without limitation any Company director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named party to this Agreement (“Non-Party Affiliate or any SPAC Non-Party Affiliate (other than SponsorAffiliates”), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in contract or in tort, contract in law or otherwisein equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for breach any obligations or Liabilities arising under, in connection with or related to this Agreement or any other document, certificate or instrument delivered pursuant hereto or for any claim based on, in respect of, or by reason of this Agreement or in respect any other document, certificate or instrument delivered pursuant hereto 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 any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebySection 11.16.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this This Agreement may only be enforced against, and any claims or causes of action for breach that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made againstagainst the entities that are expressly identified as parties hereto and none of the Company’s, Parent’s or Merger Sub’s former, current and future Affiliates, assignees, stockholders, limited partners, controlling persons, directors, officers, employees, agents, attorneys or any other Representatives (including, in the case of Parent, any of the Guarantor Parties or any of their Representatives or any Debt Financing Source Party) (collectively, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company “Non-Party Affiliate or any SPAC Non-Party Affiliate Recourse Parties”) (other than Sponsor), the Guarantor to the extent provided in and (b) no Company Non-Party Affiliate subject to the terms of the Guarantee or SPAC Non-Party Affiliate (other than Sponsorthe Equity Commitment Letter) shall have any Liability arising out liability for any obligations or liabilities of or relating the parties to this Agreement, the negotiation hereof Agreement or its subject matter, or the transactions contemplated hereby, including with respect to for any claim (whether in tort, contract or otherwise) for breach of this Agreement based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any written or oral representations made or alleged to be made in connection herewith. Without limiting the rights of (x) the Company against Parent or Merger Sub or (y) Parent and Merger Sub against the Company, in no event shall any Party or any of its Affiliates, and each Party agrees not to and to cause its Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or for seek to recover monetary damages from, any actual or alleged inaccuraciesNon-Recourse Party affiliated with the other Party (other than, misstatements or omissions with respect in the case of the Company, to any information or materials the extent provided in and subject to the terms of any kind furnished in connection with this Agreement, the negotiation hereof Guarantee or the transactions contemplated herebyEquity Commitment Letter).

Non-Recourse. Except for claims pursuant Subject in all respects to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions thereinlast sentence, each Party agrees that (a) this Agreement may only be enforced against, and any claim or cause of action for breach of based upon, arising out of, or related to this Agreement or the Transactions may only be made brought against, the Partiesentities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), and (a) no claims past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate or SPAC Non-Party Affiliate (other than Sponsor) of any of the foregoing, shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim liability (whether in contract, tort, contract equity or otherwise) for breach any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Acquiror, First Merger Sub or Second Merger Sub under this Agreement or any other Transaction Agreement of or for any claim based on, arising out of, or related to this Agreement or the Transactions, and each Party hereby waives and releases all claims, causes of actions and liabilities related thereto. Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or waive any rights or obligations of any party to any Transaction Agreement for any claim based on, in respect of any written or oral representations made by reason of such rights or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebyobligations.

Non-Recourse. Except for All claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in contract or in tort, contract in law or otherwisein equity) arising under or relating to this Agreementthat may be based upon, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising arise out of or relating relate to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated herebyRelated Documents or the negotiation, including with respect to any claim (whether in tortexecution, contract performance or otherwise) for breach non-performance of this Agreement or in respect of the Related Documents (including any written representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof Related Documents or as an inducement to enter into this Agreement or the transactions contemplated herebyRelated Documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement or the Related Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to this Agreement or the Related Documents, including without limitation any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement, the Related Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates; provided, however, that nothing contained in this Section 8.12 shall limit in any way the liability of the Guarantor under the Limited Guarantee. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.12.

Non-Recourse. Except for claims pursuant Subject in all respects to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions thereinlast sentence, each Party agrees that (a) this Agreement may only be enforced against, and any claim or cause of action for breach of based upon, arising out of, or related to this Agreement or the Transactions may only be made brought against, the Partiesentities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), and (a) no claims past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate or SPAC Non-Party Affiliate (other than Sponsor) of any of the foregoing shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim liability (whether in contract, tort, contract equity or otherwise) for breach any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Merger Sub or Quantum under this Agreement or for any claim based on, arising out of, or related to this Agreement or the Transactions, and each Party hereby waives and releases all claims, causes of actions and liabilities related thereto. Notwithstanding the foregoing, nothing in this Section 13.14 shall limit, amend or waive any rights or obligations of any party to any Transaction Document for any claim based on, in respect of any written or oral representations made by reason of such rights or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebyobligations.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this This Agreement may only be enforced against, and any action for breach Legal Proceeding based upon, arising out of or related to this Agreement may only be made brought against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating Persons that are expressly named as parties to this Agreement. Except to the extent named as a Party to this Agreement, and then only to the negotiation hereof extent of the specific obligations of such Parties set forth in this Agreement, no past, present or its subject matterfuture shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or advisor of any Party to this Agreement or any Conveyed Entity, nor any past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or advisor of any of the transactions contemplated hereby shall be asserted against any Company foregoing (collectively, the “Non-Party Affiliate or any SPAC Non-Party Affiliate (other than SponsorParties”), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall will have any Liability (whether in contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or Liabilities of any of the parties to this Agreement or for any Legal Proceeding based upon, arising out of or relating related to this AgreementAgreement and each Party hereby irrevocably waives and releases all such Liabilities or rights in any Legal Proceedings against any such Non-Party. None of the Conveyed Entities, the negotiation hereof Vendor or its subject matter, their respective Affiliates shall have any rights or the transactions contemplated hereby, including with respect to claims against any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished Debt Financing Source in connection with this Agreement, the negotiation hereof Debt Financing or the transactions contemplated herebyTransactions, whether at Law or equity, in Contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify any Debt Financing Source’s Liabilities and obligations to the Conveyed Entities after the Closing under any definitive agreements with respect to the Debt Financing.

Non-Recourse. Except for claims pursuant Subject in all respects to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions thereinlast sentence of this Section 12.14, each Party agrees that (a) this Agreement may only be enforced against, and any claim or cause of action for breach of based upon, arising out of, or related to this Agreement or the Transactions may only be made brought against, the Partiesentities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), and (a) no claims past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate or SPAC Non-Party Affiliate (other than Sponsor) of any of the foregoing shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim liability (whether in contract, tort, contract equity or otherwise) for breach any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Acquiror, First Merger Sub or Second Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the Transactions, and each Party hereby waives and releases all claims, causes of actions and liabilities against any such non-recourse Person related thereto. Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or waive any rights or obligations of any party to any other Transaction Agreement for any claim based on, in respect of any written or oral representations made by reason of such rights or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebyobligations.

Non-Recourse. Except All Proceedings (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) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or 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 named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement 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 pursuant to and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Transaction Non-Party Affiliates are intended third-party beneficiaries of this Section 5.18. 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 Ancillary Document by any agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 5.18 is subject to, and does not alter the scope or application of, Section 5.10. [Signature Page Follows] The parties thereto against any other party or parties thereto are executing this Agreement on the terms date set forth in the introductory clause. [PARENT] By: Name: Title: [MERGER SUB] By: Name: Title: [Signature Page to Tender and subject Support Agreement] If an individual: [STOCKHOLDER] By: Name: Title: Email: Address: If an entity: [STOCKHOLDER] By: Name: Title: Email: Address: [Signature Page to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, Tender and any action for breach Support Agreement] Schedule A Name of this Agreement may only be made against, the Parties, and no claims Stockholder Number of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.Shares

Non-Recourse. Except for claims pursuant All Actions (whether in Contract or in tort, in law or in equity) that may be based upon, arise out of or relate to the Transaction this Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on ancillary agreement hereto, including the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matterEquity Commitment Letter, or the transactions contemplated hereby shall be asserted against any Company Nonnegotiation, execution, performance or non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach performance of this Agreement or in respect of any written ancillary agreement hereto (including any representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the ancillary agreements hereto or as an inducement to enter into this Agreement or such ancillary agreements) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto, including, in the case of the Equity Commitment Letter, directly against the Equity Investor. In no event shall any named party to this Agreement or any ancillary agreement hereto have any shared or vicarious liability for the actions or omissions of any other Person, except, in the case of the Equity Investor, the obligation to fund the Merger Consideration hereunder on behalf of Parent and Merger Sub pursuant to the Equity Commitment Letter. No Person who is not a named party to this Agreement or any ancillary agreement hereto, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any ancillary agreement hereto (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any liabilities arising under, in connection with or related to this Agreement, the ancillary agreements hereto or for any claim based on, in respect of, or by reason of this Agreement, the ancillary agreements hereto or their negotiation hereof or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates; provided, for the transactions contemplated herebyavoidance of doubt, nothing in this Section 8.6 shall impact the Equity Investor’s obligations to fund the Merger Consideration pursuant to the terms of the Equity Commitment Letter. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.6. Section 8.7.

Non-Recourse. Except All claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or related in any manner to this Agreement or the other transaction documents to which Sellers are party, may be made only against (and are expressly limited to) the Persons that are expressly identified as parties hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for claims pursuant the actions or omissions of any other Person. No Person who is not a Contracting Party, including any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or representative of, and any financial advisor or Debt Financing Source Related Party to, any Contracting Party (other than another Contracting Party) (“Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or the Ancillary Agreements or based on, in respect of, or by reason of this Agreement or the Ancillary Agreements or their negotiation, execution, performance or breach; and, to the Transaction Agreement or any other Ancillary Document maximum extent permitted by any party or parties thereto Law, each Contracting Party waives and releases all such Liabilities, claims and obligations against any other party or parties thereto on such Non-Party Affiliates. Without limiting the terms and subject foregoing, to the conditions thereinmaximum extent permitted by Law, each Party agrees that (a) this Agreement each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may only otherwise be enforced againstavailable 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 Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any action for breach reliance upon any Non-Party Affiliates with respect to the performance of this Agreement may only be or the other transaction documents to which Sellers are party or any representation or warranty made againstin, in connection with, or as an inducement to this Agreement or the Parties, Ancillary Agreements. The Parties acknowledge and no claims agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 10.7. Sellers covenant and agree that they shall not institute any nature whatsoever Action (whether based in contract, tort, contract fraud, strict liability, other laws or otherwise) arising under or relating to in connection with, this Agreement, the negotiation hereof or its subject matter, Debt Commitment Letters or the transactions contemplated hereby or thereby against the Debt Financing Source Related Parties and that the Debt Financing Source Related Parties shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall not have any Liability liability or obligations (whether based in contract, tort, fraud, strict liability, other laws or otherwise) to Sellers arising out of or relating to this Agreement, the negotiation hereof or its subject matter, Debt Commitment Letters or the transactions contemplated hereby, including with respect to any claim (whether hereby or thereby. Nothing in tort, contract or otherwise) for breach of this Agreement or in respect (including this Section 10.7) will limit the rights of any written or oral representations made or alleged the parties to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof Equity Commitment Letters (or the transactions contemplated herebyCompany as an intended third party beneficiary of the Equity Commitment Letters to the extent set forth therein) but subject to the terms and conditions thereof.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this This Agreement may only be enforced against, and any claim or cause of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in contract or tort, contract in law or otherwisein equity) based upon, arising under out of, or relating related to this Agreement, the negotiation hereof or its subject matter, Ancillary Documents or the transactions contemplated hereby shall or the negotiation, execution, performance or non-performance of this Agreement or any Ancillary Document (including any representation or warranty made in or in connection with this Agreement or the Ancillary Documents) may only be asserted against brought against, the entities that are expressly named as parties hereto or thereto, as applicable, and then only with respect to the specific obligations set forth herein and therein with respect to such party, and subject to the limitations contained herein and therein (as applicable). No Person, including any Company past, present or future director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney, advisor or representative of any named party to this Agreement or such Ancillary Document (“Non-Party Affiliate or any SPAC Non-Party Affiliate (other than SponsorAffiliates”), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability (whether in contract, tort, 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 representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of parties under this Agreement, any Ancillary Document or any (whether for indemnification or otherwise) of or for any claim based on, arising out of of, or relating related to this Agreement, the negotiation hereof any Ancillary Document or its subject matter, or any of the transactions contemplated hereby, including with respect hereby or thereby except to any claim (whether the extent expressly set forth in tort, contract or otherwise) for breach of this Agreement or in respect the Ancillary Documents. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebySection 11.16.

Non-Recourse. Except for claims pursuant Notwithstanding anything to the Transaction Agreement contrary contained herein or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions thereinotherwise, each Party agrees that (a) this Agreement may only be enforced against, and any claims or causes of action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under that may be based upon, arise out of or relating relate to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate negotiation, execution or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out performance of or relating to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated hereby, including with respect may only be made against the entities and Persons that are expressly identified as parties to this 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 either party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) for breach of this Agreement based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any written or oral representations made or alleged to be made in connection herewith. Without limiting the rights of either party against the other party hereto, in no event shall either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or for seek to recover monetary damages from, any actual Non-Recourse Party, in each case, whether in tort, contract or alleged inaccuraciesotherwise. For clarity, misstatements or omissions with respect to any information or materials none of any kind furnished the BD Subsidiaries constitute a Non-Recourse Party and, as such, recourse may be sought by Purchaser against the relevant BD Subsidiaries in connection accordance with this Agreement, the negotiation hereof or the transactions contemplated hereby. Nothing in this Section 12.17 shall limit any claim for Fraud brought against either party based on such party’s Fraud.

Non-Recourse. Except All Actions (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) that may be based upon, arise out of or relate to this Voting Agreement or the negotiation, execution, performance or non-performance of this Voting Agreement (including any representation or warranty made in or in connection with this Voting Agreement or as an inducement to enter into this Voting Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto. No Person who is not a named party to this Voting Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Voting Agreement that is not itself a named party to this Voting Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Voting Agreement for any obligations or liabilities arising under, in connection with or related to this Voting Agreement or for any claim based on, in respect of, or by reason of this Voting Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims pursuant and obligations against any such Non-Party Affiliates. The parties to this Voting Agreement acknowledge and agree that the Transaction Non-Party Affiliates are intended third-party beneficiaries of this Section 5(l). Nothing in this Voting Agreement precludes the parties hereto or any Non-Party Affiliates from exercising any rights under the Merger Agreement or any other Ancillary Document by any agreement to which they are specifically a party or parties thereto against any other an express third party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced againstbeneficiary thereof, and any action for breach of nothing in this Voting Agreement may only be made against, shall limit the Parties, and no claims liability or obligations of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate Affiliates under the Merger Agreement or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating agreement to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebywhich they are specifically a party.

Non-Recourse. Except for claims pursuant The Parties acknowledge that (i) none of the members of the Company, (ii) none of the members of the Company’s Executive Committee, (iii) none of the members of the Company’s Transaction Committee or Special Committee, (iv) no past, present or future director, officer, committee member, employee, incorporator, member, partner or direct or indirect equity holder of the Company and (v) no past, present or future director, officer, committee member, employee, incorporator, member, partner, Affiliate or direct or indirect equity holder of Purchaser (such individuals described in clauses (i)-(v) above, the “Non-Recourse Parties”) is a party to the Transaction this Agreement or any other Ancillary Document by Agreement. The Parties further acknowledge that none of the Non-Recourse Parties, whether individually or collectively, shall have any party liability whatsoever of any kind or parties thereto against description for any other party obligations or parties thereto on liabilities of the terms and subject to the conditions therein, each Party agrees that (a) Company under this Agreement may only be enforced againstor any Ancillary Agreement or for any claim based on, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matterrespect of, or by reason of, the transactions contemplated hereby shall be asserted against or thereby. Accordingly, the Parties hereby agree that in the event (a) there is any Company Non-alleged breach or alleged default or breach or default by any Party Affiliate under this Agreement or any SPAC Non-Party Affiliate (other than Sponsor), and of the Ancillary Agreements or (b) no Company Non-any Party Affiliate has or SPAC Non-Party Affiliate (other than Sponsor) shall may have any Liability claim arising out of from or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach terms of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewithAncillary Agreement, no Party shall, or for shall have any actual right to, commence any proceedings or alleged inaccuracies, misstatements otherwise seek to impose any liability or omissions with respect to any information or materials obligation whatsoever of any kind furnished in connection with this Agreementor description on or against the Non-Recourse Parties, the negotiation hereof whether collectively or the transactions contemplated herebyindividually, by reason of such alleged breach, default or claim.

Non-Recourse. Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever All Legal Actions (whether in Contract or in tort, contract in law or otherwisein equity) arising under or relating to this Agreementthat may be based upon, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising arise out of or relating relate to this Agreement, the negotiation hereof or its subject matter, Agreement or the transactions contemplated herebyRelated Documents or the negotiation, including with respect to any claim (whether in tortexecution, contract performance or otherwise) for breach non-performance of this Agreement or in respect of the Related Documents (including any written representation or oral representations made or alleged to be warranty made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof Related Documents or as an inducement to enter into this Agreement or the transactions contemplated herebyRelated Documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement or the Related Documents have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a named party to this Agreement or the Related Documents, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”), shall have any Liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) to any party to this Agreement for any Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents or their 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 8.16.

Non-Recourse. Except for claims pursuant Notwithstanding anything to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions thereincontrary contained herein, each Party agrees that (a) this Agreement may only be enforced against, and any claims or causes of action for breach that may be based upon, arise out of or relate to the non-performance of this Agreement, or the negotiation, execution or performance of this Agreement or the Transactions contemplated hereby, may only be made against, against the Parties, entities and Persons that are expressly identified as Parties in their capacities as such and no claims former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matterparty hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the transactions contemplated hereby shall be asserted against any Company foregoing (each, a “Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than SponsorRecourse Party”) shall have any Liability arising out liability for any obligations or liabilities of the Parties or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to for any claim (whether in tort, contract or otherwise) for breach of this Agreement based on, in respect of, or by reason of, the Transactions contemplated hereby or in respect of any written or oral representations made or alleged to be made in connection herewith. Without limiting the rights of any Party 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 for seek to recover monetary damages from, any actual Non-Recourse Party (including any of the Sponsor Parties) under this Agreement. Nothing herein precludes the Parties or alleged inaccuraciesany Non-Recourse Parties from exercising any rights, misstatements and nothing herein shall limit the liability or omissions with respect to any information or materials obligations of any kind furnished Non-Recourse Party, in connection with this Agreementeach case under the Voting Agreements, the negotiation hereof Stockholders Agreements or the transactions contemplated herebyany other agreement to which they are specifically a party or an express third party beneficiary thereof.

Non-Recourse. Except for claims pursuant to the Transaction Notwithstanding anything that may be expressed or implied in this Agreement, and other than in respect of Fraud, Purchaser agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any former, current or future director, officer, employee, incorporator, Affiliate, member, manager, partner, equity holder, agent, attorney or representative of any TWG Equityholder or any Affiliate, successor or permitted assignee of any TWG Equityholder (excluding any TWG Equityholder who may be deemed to be a Non-Recourse Party of another TWG Equityholder other Ancillary Document than in its role as a TWG Equityholder itself) (collectively, “Non-Recourse Parties”), as such, whether by the enforcement of any assessment or by any party legal or parties thereto against equitable proceeding, or by virtue of any statute, regulation or other party applicable Law, it being expressly agreed and acknowledged that no personal Liability whatsoever shall attach to, be imposed on or parties thereto on the terms and subject to the conditions thereinotherwise be incurred by any Non-Recourse Parties, each Party agrees that (a) as such, for any obligation of any TWG Equityholder under this Agreement may only be enforced againstor any documents or instruments delivered in connection with this Agreement for any claim based on, and any action for breach in respect of or by reason of such obligations or their creation, or otherwise by reason of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, negotiation or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, execution or the transactions contemplated hereby, including with respect and Purchaser waives and releases all such Liabilities and claims against any such Non-Recourse Parties. None of the Debt Financing Sources will have any Liability to TWG, TWG Re or any claim (whether in tort, contract of their respective Affiliates relating to or otherwise) for breach arising out of this Agreement or the Debt Financing, whether at law or equity, in respect contract, in tort or otherwise, and none of TWG, TWG Re or any written of their respective Affiliates will have any rights or oral representations made or alleged to be made in connection herewith, or for claims against any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with the Debt Financing Sources. Each of the Non-Recourse Parties is expressly intended as a third party beneficiary of the penultimate sentence of this Agreement, the negotiation hereof or the transactions contemplated herebySection.

Non-Recourse. Except for All claims pursuant or causes of action (whether in contract or in tort, in Law or in equity) that may be based upon, arise out of or relate to the Transaction this Agreement or any the other Ancillary Document by any party Agreements, or parties thereto against any other party the negotiation, execution or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach performance of this Agreement or the other Ancillary Agreements (including any representation or warranty made in or in connection with this Agreement or the other Ancillary Agreements or as an inducement to enter into this Agreement or the other Ancillary Agreements), may only be made against, only against the Parties, entities that are expressly identified as parties hereto and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating thereto. No Person who is not a named party to this Agreement, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named party to this Agreement or the other Ancillary Agreements (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Ancillary Document (as the case may be) or the negotiation or execution hereof or its subject matterthereof; and each party waives and releases all such liabilities, or the transactions contemplated hereby shall be asserted claims and obligations against any such Non-Party Affiliates. The Company and any person or entity acting on behalf of the Company hereby waives and releases all of the Non-Party Affiliates of the Seller and of the Seller’s Affiliates from any liabilities, claims and obligation arising from any action or omission by such Non-Party Affiliate or any SPAC taken before the Closing. Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out Affiliates are expressly intended as third party beneficiaries of or relating to this provision of this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether . Notwithstanding anything in tort, contract or otherwise) for breach of this Agreement or in respect any related agreement to the contrary, none of the Seller Related Parties shall have any written rights or oral representations made or alleged to be made in connection herewith, or for claims against any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished Financing Party in connection with this Agreement, the negotiation hereof Debt Financing or the transactions contemplated herebyhereby or thereby, and no Financing Party shall have any rights or claims against any Seller Related Party in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following the Closing Date, the foregoing shall not limit the rights of the Financing Parties under any commitment letter or other definitive documentation related to the Debt Financing.

Non-Recourse. Except for claims pursuant Notwithstanding anything to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions thereincontrary contained herein, each Party agrees that (a) this Agreement may only be enforced against, and any claims or causes of action for breach based upon, arising out of or related to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against, the Parties (and the Company Group with respect to Section 7.19). Other than the Parties, no past, present or future incorporator, member, stockholder, partner, Affiliate or Representative of Seller or Purchaser, or any of their respective Affiliates or Representatives (collectively, the “Non-Contract Persons”), shall have any liability or obligation for any Liabilities (whether in contract or in tort, in law or in equity, or granted by statute) of Seller or Purchaser, as applicable, for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the Ancillary Agreements or based on, in respect of, or by reason of this Agreement or the Ancillary Agreements or their negotiation, execution, performance, or breach; and, to the maximum extent permitted by law, each Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such other Non-Contract Person; provided, that, for the avoidance of doubt, in no claims event shall the foregoing be deemed to limit the liability or obligation of any nature whatsoever Non-Contract Person under any Ancillary Agreement to which such Non-Contract Person is a party or any other Surviving Arrangement to which such Non-Contract Person is a party. In no event will Seller, its Affiliates and each of their (and their respective Affiliates’) stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from any Debt Financing Source Related Party, or seek to enforce the commitments against, make any claims for breach of the commitments contained in the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise bring any claim, cause of action, action, cross-claim or third-party claim of any kind or description whether in law or in equity, whether in tort, contract or otherwise) , against, any Debt Financing Source Related Party for any reason, in each case to the extent based upon, arising under out of or relating related to this Agreement, the negotiation hereof or its subject matterDebt Commitment Letter, the definitive documentation for the Debt Financing, the Debt Financing or the transactions contemplated hereby shall be asserted against or thereby. Seller, its Affiliates and each of their (and their respective Affiliates’) stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives hereby waives any Company Non-Party Affiliate and all claims and causes of action, whether in law or any SPAC Non-Party Affiliate (other than Sponsor)equity, and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach , against the Debt Financing Source Related Parties that may be based upon, arise out of this Agreement or in respect of any written or oral representations made or alleged relate to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof Debt Commitment Letter, the definitive documentation for the Debt Financing, the Debt Financing or the transactions contemplated herebyhereby or thereby; provided, that nothing in this Section 10.10 will limit Purchaser’s rights against the Debt Financing Sources under the Debt Commitment Letter and the definitive documentation for the Debt Financing. No Debt Financing Source Related Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature.

Non-Recourse. (a) All Claims (whether in contract or in tort, at law or in equity) that may be based upon, arise out of or relate to this Agreement or the other Ancillary Documents, or the negotiation, execution or performance of this Agreement or the other Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the other Ancillary Documents or as an inducement to enter into this Agreement or the other Ancillary Documents) may be made only against the entities that are expressly identified as parties hereto and thereto and that are signatories hereto and thereto. Except for claims pursuant to the Transaction extent named as a party and to the extent a signatory to this Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject (then only to the conditions therein, each Party agrees that (a) extent of the specific obligations of such parties set forth in this Agreement may only be enforced againstor such other Ancillary Document), and no Purchaser Related Party or Seller Related Party shall have any action Liability (whether in contract or in tort, in Law or in equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for breach any obligations or Liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document or any transactions contemplated hereby or thereby or for any claim based on, in respect of, or by reason of this Agreement or such other Ancillary Document (as the case may only be made againstbe), the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted and thereby or the negotiation or execution hereof or thereof; and each party waives and releases all such Liabilities, claims and obligations against any Company NonPurchaser Related Party or Seller Related Party. The Purchaser Related Parties and the Seller Related Parties are expressly intended as third-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach party beneficiaries of this Agreement or in respect provision of any written or oral representations made or alleged to be made in connection herewith, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated herebySection 10.17.

Non-Recourse. Except for claims pursuant to in the event of Fraud, this Agreement and the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement Documents may only be enforced against, and any action for breach of claim or suit based upon, arising out of, or related to this Agreement may only be made against, or the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matterTransactions Documents, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate negotiation, execution or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach performance of this Agreement or in respect of any written the Transaction Documents, may only be brought against the named parties to this Agreement or oral representations made or alleged to be made in connection herewiththe Transaction Documents, or for any actual or alleged inaccuraciesas applicable, misstatements or omissions and then only with respect to the specific obligations set forth herein or therein with respect to the named parties to this Agreement or such Transaction Document (in all cases, as limited by the provisions of this Section 9.9). Except in the event of Fraud, no Person who is not a named party to this Agreement or any information Transaction Document, including any past, present or materials future director, manager, officer, employee, incorporator, member, partner, stockholder, member, Affiliate, agent, attorney or representative of Buyer, the Company Group, Seller or any kind furnished of their respective Affiliates (each a “Non-Recourse Party”), will have or be subject to any Liability or indemnification obligation (whether in contract or in tort) under this Agreement or such Transaction Document, it being expressly agreed and acknowledged that except in the event of Fraud no personal Liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party for any Liabilities arising under, in connection with or related to this Agreement or any Transaction Document (including any representation or warranty made in or in connection with this AgreementAgreement or any Transaction Document) or for any claim based on, in respect of, or by 50 reason of this Agreement or any Transaction Document or its negotiation or execution; and each party hereto waives and releases all such Liabilities against any Non-Recourse Parties. Except in the negotiation hereof event of Fraud, each Party agrees not to assert or threaten to assert any claim with respect to, arising from or related to the Transaction, this Agreement or the transactions contemplated herebynegotiation, execution or performance of this Agreement against any Non-Recourse Party and hereby irrevocably waives any and all claims against any Non-Recourse Party, whether arising by statute or based on theories of equity, agency, control, instrumentality, alter ego, dominion, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise, in each case, with respect to, arising from or related to the Transaction, this Agreement or the negotiation, execution or performance of this Agreement.