Common use of Limitation on Recourse Clause in Contracts

Limitation on Recourse. Other than with respect to (a) the right to seek specific performance of the Equity Commitment Letter, solely to the extent permitted by and in accordance with the terms thereof (any such claims under the Equity Commitment Letter, the “ECL Claims”), and (b) recourse against the Guarantor under the Guaranty, solely to the extent provided therein, this Agreement may only be enforced, and any claim or cause of action (whether at Law, in equity, in contract, in tort or otherwise) based upon, in respect of, arising under, out or by reason of, connected with, or relating in any matter to any Transaction Related Matters may be brought, solely against Persons that are expressly named as parties hereto, and then only with respect to the specific obligations set forth in this Agreement. Other than the ECL Claims and such recourse against the Guarantor under the Guaranty (solely to the extent provided therein), no Parent Related Party shall have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of Parent or Merger Sub or of or for any claim, investigation or Proceeding, in each case under, based on, in respect of, or by reason of, any Transaction Related Matters, in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable Proceeding, by virtue of any applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party or another Person (including a claim to enforce the Debt Commitment Letter) or otherwise. Notwithstanding anything to the contrary contained in this Agreement, neither any party hereto (other than Parent and Merger Sub) nor any of their respective Subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or shareholders shall have any direct rights or claims against any Financing Source in any way relating to this Agreement or any of the Transactions, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at Law or equity, in contract, in tort or otherwise.

Limitation on Recourse. Other than with respect to (a) the right to seek specific performance Each party agrees, on behalf of the Equity Commitment Letteritself and its Related Parties, solely to the extent permitted by and in accordance with the terms thereof (any such claims under the Equity Commitment Letter, the “ECL Claims”), and (b) recourse against the Guarantor under the Guaranty, solely to the extent provided therein, this Agreement may only be enforced, and any claim or cause of action that all Actions (whether at Lawin Contract or in tort, in equity, Law or in contract, in tort equity or otherwise) based upon, in respect of, arising under, out or by reason of, connected with, or relating in any matter to any Transaction Related Matters may be broughtgranted by statute or otherwise, solely against Persons that are expressly named as parties hereto, and then only with respect to the specific obligations set forth in this Agreement. Other than the ECL Claims and such recourse against the Guarantor under the Guaranty (solely to the extent provided therein), no Parent Related Party shall have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of Parent or Merger Sub or of or for any claim, investigation or Proceeding, in each case under, based on, in respect of, or by reason of, any Transaction Related Matters, in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable Proceeding, by virtue of any applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or partnership veilany other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or through a claim relate in any manner to: (a) this Agreement or the transactions contemplated hereby; (b) the negotiation, execution or performance of this Agreement (including any representation or warranty made in connection with, or as an inducement to, this Agreement); (c) any breach or violation of this Agreement; and (d) any failure of any of the transactions contemplated by or this Agreement to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement and in accordance with, and subject to the terms and conditions of, this Agreement. Notwithstanding anything in this Agreement to the contrary, each party agrees, on behalf of a itself and its Related Parties, that no recourse under this Agreement or in connection with any of the transactions contemplated hereby will be sought or had against any other Person, including any Related Party, and no other Person, including any Related Party, will have any liability, for any claims, causes of action or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that (1) AGM, AGM Merger Sub or AHL, as applicable, may assert (subject, with respect to the following clause (ii), in all respects to the limitations set forth in Section 8.08 and this Section 8.15) (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement or another Person (including a claim ii) against any party hereto solely in accordance with, and pursuant to enforce the Debt Commitment Letter) or otherwiseterms and conditions of, this Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither no AGM Related Party will be responsible or liable for any party hereto (other than Parent and Merger Sub) nor any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of their respective Subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or shareholders shall have any direct rights or claims against any Financing Source in any way relating to this Agreement or any of the Transactionstransactions contemplated hereby, or in respect the termination or abandonment of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at Law or equity, in contract, in tort or otherwiseforegoing.

Limitation on Recourse. Other than with respect to (a) the right to seek specific performance of the Equity Commitment Letter, solely to the extent permitted by and in accordance with the terms thereof (any such claims under the Equity Commitment Letter, the “ECL Claims”), and (b) recourse against the Guarantor under the Guaranty, solely to the extent provided therein, this This Agreement may only be enforcedenforced against, and any claim claim, action, suit or cause of action (whether at Law, in equity, in contract, in tort or otherwise) other legal proceeding based upon, in respect arising out of, arising under, out or by reason of, connected withrelated to this Agreement, or relating in any matter to any Transaction Related Matters the negotiation, execution or performance of this Agreement, may only be brought, solely brought against Persons the entities that are expressly named as parties hereto, hereto and then only with respect to the specific obligations set forth in this Agreementherein with respect to such party. Other than No past, present or future director, officer, employee, incorporator, manager, member, general or limited partner, stockholder, equityholder, controlling person, Affiliate, agent, attorney or other Representative of any party hereto or any of their successors or permitted assigns or any direct or indirect director, officer, employee, incorporator, manager, member, general or limited partner, stockholder, equityholder, controlling person, Affiliate, agent, attorney, Representative, successor or permitted assign of any of the ECL Claims and such recourse against the Guarantor under the Guaranty foregoing (solely to the extent provided thereineach, a “Non-Recourse Party”), no Parent Related Party shall have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of Parent or Merger Sub or of any party hereto under this Agreement or for any claimclaim or Proceeding (whether in tort, investigation contract or Proceedingotherwise) based on, in each case underrespect 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 the Company against Parent, in no event shall the Company 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. (b) Notwithstanding anything to the contrary contained herein, the Company, on behalf of themselves and the other Company Related Parties, hereby irrevocably and unconditionally (i) acknowledges and agrees that this Agreement may not be enforced against any Debt Financing Source or its Representatives and none of the Debt Financing Sources or their Representatives shall have any liability under this Agreement or for any claim or Proceeding (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any Transaction Related Mattersdispute related to, in each case whether based on contractor arising from, tort or strict liability, by the enforcement of any assessment, by any legal or equitable Proceeding, by virtue of any applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party or another Person (including a claim to enforce the Debt Commitment Letter) or otherwise. Notwithstanding anything to the contrary contained in this AgreementFinancing, neither any party hereto (other than Parent and Merger Sub) nor any of their respective Subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or shareholders shall have any direct rights or claims against any Financing Source in any way relating to this Agreement or any of the Transactions, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof thereof, (ii) waives any rights or claims against any of the Debt Finance Sources or their Representatives in connection with this Agreement, the Debt Financing or the financings contemplated therebyDebt Commitment Letters, whether at Law law or equity, in contract, in tort or otherwise, and (iii) agrees not to commence (and if commenced agree to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Debt Financing Source or its Representatives in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby or thereby; provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Surviving Corporation against the Debt Financing Sources or any of their respective Representatives with respect to the Debt Financing following the Merger.

Limitation on Recourse. Other than with respect to (a) the right to seek specific performance of the Equity Commitment Letter, solely Letter to the extent permitted by and in accordance with Section 8.14 and the terms thereof Equity Commitment Letter (any such claims under the Equity Commitment Letter, the “ECL Claims”), and (b) recourse against the Guarantor Equity Investors under the GuarantyTermination Equity Commitment Letter to the extent permitted by and in accordance with the Termination Equity Commitment Letter, solely (c) the recourse rights of any party pursuant to the Confidentiality Agreement to the extent provided therein and (d) the recourse rights of any party under the Voting Agreement to the extent provided therein, this Agreement may only be enforced, and any claim or cause of action (whether at Law, in equity, in contract, in tort or otherwise) based upon, in respect of, arising under, out or by reason of, connected with, or relating in any matter to any Transaction Related Matters under this Agreement may only be brought, solely brought against Persons that are expressly named as parties heretoparties, and then only with respect to the specific obligations set forth in this Agreement. Other than the ECL Claims Claims, such recourse against the Equity Investors under the Termination Equity Commitment Letter to the extent permitted by and in accordance with the Termination Equity Commitment Letter, such recourse against a party under the Confidentiality Agreement and such recourse against the Guarantor a party under the Guaranty (solely Voting Agreement to the extent provided therein), no Company Related Party or Parent Related Party (other than the Company, Parent or Merger Sub, subject, in each case, to this Section 7.5 and Sections 7.3 and 7.4 (including the limitations on liability contained therein)) shall have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of the Company, Parent or Merger Sub or of or for any claim, investigation investigation, or Proceeding, in each case under, based on, in respect of, or by reason of, any Transaction Related Mattersthis Agreement or the Transactions (including the breach, termination or failure to consummate such Transactions), in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable Proceeding, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party or another Person (including a claim to enforce the Debt Commitment Letter) or otherwise. Notwithstanding anything to the contrary contained in this Agreement, neither any party hereto (other than Parent and Merger Sub) nor any of their respective Subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or shareholders shall have any direct rights or claims against any Financing Source in any way relating to this Agreement or any of the Transactions, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at Law or equity, in contract, in tort or otherwise.

Limitation on Recourse. Other than with respect to (a) the right to seek specific performance Notwithstanding anything that may be expressed or implied in this Guarantee or any document or instrument delivered in connection herewith, by their acceptance of the Equity Commitment Letterbenefits of this Guarantee, solely to the extent permitted by Company Parties acknowledge and in accordance with agree that, other than rights of recovery and claim that the terms thereof Company Parties have (i) from any such claims of the Parent Parties under the Equity Commitment LetterMerger Agreement, (ii) from Guarantors under this Guarantee and (iii) from Greystar under the Confidentiality Agreement (the claims described in clauses (i), (ii) and (iii), the “ECL Non-Prohibited Claims”), and (b) recourse against the Guarantor Company Parties have no rights of recovery whatsoever under the Guarantythis Guarantee against, solely to the extent provided therein, this Agreement may only be enforced, and or any claim or cause of action (whether at Lawin tort, in equity, in contract, in tort contract or otherwise) based upon, in respect of, arising under, out or by reason of, connected with, or relating in any matter to any Transaction Related Matters may be brought, solely against Persons that are expressly named as parties hereto, and then only with respect to the specific obligations set forth in this Agreement. Other than the ECL Claims and such recourse against the Guarantor under the Guaranty (solely to the extent provided therein), no Parent Related Party shall have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of Parent or Merger Sub or of or for any claim, investigation or Proceeding, in each case under, based on, in respect of, of or by reason of, any Transaction Related MattersGuaranteed Obligations or any transaction under or in connection with the Merger Agreement, or in each case whether based on contract, tort or strict liability, by the enforcement respect of any assessmentrepresentations (whether written or oral) made or alleged to be made in connection herewith, by against, and no personal liability whatsoever shall attach to, be imposed upon or be incurred by, any legal former, current or equitable Proceedingfuture equity holders, by virtue controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates, members, managers or general or limited partners of any applicable Laws of Guarantors, Parent Parties or otherwise and any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisors, representatives, Affiliate or agent of any of the foregoing (each a “Non-Recourse Party”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or partnership corporate veil, by or through a claim by or on behalf of a party Parent or another Person (including a claim to enforce otherwise against any Non-Recourse Party, by the Debt Commitment Letter) enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise. Notwithstanding anything The Company Parties hereby covenant and agree that they shall not institute, and they shall cause their Affiliates not to the contrary contained in this Agreementinstitute, neither any party hereto (proceeding or bring any other than Parent and Merger Sub) nor any of their respective Subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or shareholders shall have any direct rights or claims against any Financing Source in any way relating to this Agreement or any of the Transactionsclaim arising under, or in respect of any oral representations made or alleged to have been made in connection herewith or therewithwith, including any dispute arising out of or relating in any way to this Guarantee, the Debt Commitment Letter Merger Agreement or the performance thereof or the financings transactions contemplated thereby, whether at Law except for Non-Prohibited Claims. Nothing set forth in this Guarantee shall confer or equitygive or shall be construed to confer or give to any Person other than the Company Parties (including any Person acting in a representative capacity) any rights or remedies against any Person, in contract, in tort or otherwiseexcept as expressly set forth herein.

Limitation on Recourse. Other than with respect to (a) the right to seek specific performance of the Equity Commitment Letter, solely Letter to the extent permitted by and in accordance with Section 8.16 and the terms thereof Equity Commitment Letter (any such claims under the Equity Commitment Letter, collectively, the “ECL Claims”), and (b) recourse against the Guarantor under the Guaranty, solely Sponsor Guaranty to the extent provided therein and (c) the recourse rights of any party pursuant to the Confidentiality Agreement to the extent provided therein, this Agreement may only be enforced, and any claim or cause of action (whether at Law, in equity, in contract, in tort or otherwise) based upon, in respect of, arising under, out or by reason of, connected with, or relating in any matter to any Transaction Related Matters under this Agreement may only be brought, solely brought against Persons that are expressly named as parties heretoparties, and then only with respect to the specific obligations set forth in this Agreement. Other than the ECL Claims Claims, such recourse against Guarantor under the Sponsor Guaranty and such recourse against the Guarantor a party under the Guaranty (solely to the extent provided therein)Confidentiality Agreement, no Affiliate of the Company or any Company Representative, nor any Affiliate of Parent Related Party or any Parent Representative, shall have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of the Company, Parent or Merger Sub or of or for any claim, investigation investigation, or ProceedingAction, in each case under, based on, in respect of, or by reason of, any Transaction Related Mattersthis Agreement or the transactions contemplated hereby (including the breach, termination or failure to consummate such transactions), in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable ProceedingAction, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party or another Person (including a claim to enforce the Debt Commitment LetterLetters) or otherwise. Notwithstanding anything This Section 7.3 is intended to be for the contrary contained in this Agreementbenefit of, neither any party hereto (other than Parent and Merger Sub) nor any of shall be enforceable by, the Debt Financing Sources and their respective Subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or shareholders shall have any direct rights or claims against any Financing Source in any way relating to this Agreement or any of the Transactions, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at Law or equity, in contract, in tort or otherwisesuccessors and assigns.

Limitation on Recourse. Other than with respect to (a) the right to seek specific performance of the Equity Commitment Letter, solely Letter to the extent permitted by and in accordance with Section 8.14 and the terms thereof Equity Commitment Letter (any such claims under the Equity Commitment Letter, the “ECL Claims”), and (b) recourse against the Guarantor Guarantors under the Guaranty, solely Guaranty to the extent provided therein, this Agreement may only be enforced, and any claim or cause of action (whether at Law, in equity, in contract, in tort or otherwise) based upon, in respect of, arising under, out or by reason of, connected with, or relating in any matter to any Transaction Related Matters under this Agreement may only be brought, solely brought against Persons that are expressly named as parties heretoparties, and then only with respect to the specific obligations set forth in this Agreement. Other than the ECL Claims and such recourse against the Guarantor Guarantors under the Guaranty (solely to the extent provided therein)Guaranty, no Company Related Party or Parent Related Party (other than the Company, Parent or Merger Sub) shall have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of the Company, Parent or Merger Sub or of or for any claim, investigation investigation, or Proceeding, in each case under, based on, in respect of, or by reason of, any Transaction Related Mattersthis Agreement or the Transactions (including the breach, termination or failure to consummate such Transactions), in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable Proceeding, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party or another Person (including a claim to enforce the Debt Commitment Letter) or otherwise. Notwithstanding anything to the contrary contained in this Agreement, neither any party hereto (other than Parent and Merger Sub) nor any of their respective Subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or shareholders no Company Related Party shall have any direct or indirect rights or claims against any Financing Source Party, in any way relating to this Agreement Agreement, the Debt Financing or any of the Transactionstransactions contemplated by this Agreement or the Debt Commitment Letter, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter Letters or the performance thereof or the financings contemplated thereby, whether at Law law or equity, in contract, in tort or otherwise. Nothing in this Section 7.5 shall in any way limit or qualify the obligations and liabilities of the parties to the Debt Commitment Letter to each of the other parties thereunder or in connection therewith.

Limitation on Recourse. Other than with respect to (a) the right to seek specific performance of the Equity Commitment Letter, solely Letter to the extent permitted by and in accordance with Section 11.11 and the terms thereof Equity Commitment Letter (any such claims under the Equity Commitment Letter, the “ECL Claims”), and (b) recourse against the Guarantor under the Guaranty to the extent permitted by and in accordance with the Guaranty, solely (c) the recourse rights of any party pursuant to the Confidentiality Agreement to the extent provided therein and (d) the recourse rights of any party under the Separation Agreement or the Services Agreement to the extent provided therein, this Agreement may only be enforced, and any claim or cause of action (whether at Law, in equity, in contract, in tort or otherwise) based upon, in respect of, arising under, out or by reason of, connected with, or relating in any matter to any Transaction Related Matters under this Agreement may only be brought, solely brought against Persons that are expressly named as parties heretoParties, and then only with respect to the specific obligations set forth in this Agreement. Other than the ECL Claims and Claims, such recourse against the Guarantor under the Guaranty (solely to the extent permitted by and in accordance with the Guaranty, such recourse against a party under the Confidentiality Agreement and such recourse against a party under the Separation Agreement or the Services Agreement to the extent provided therein), and subject to the rights of, and without restricting, limiting or modifying the obligations of, the parties to the Debt Commitment Letter, no Parent Purchaser Related Party or Supervalu Related Party (other than Supervalu or Purchaser, subject, in each case, to this Section 11.14 and Sections 9.3 and 9.4 (including the limitations on liability contained therein)) shall have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of Parent Supervalu or Merger Sub Purchaser or of or for any claim, investigation investigation, or ProceedingAction, in each case under, based on, in respect of, or by reason of, any Transaction Related Mattersthis Agreement or the transactions contemplated hereunder (including the breach, termination or failure to consummate such transactions), in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable ProceedingAction, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party or another Person (including a claim to enforce the Debt Commitment Letter) or otherwise. Notwithstanding anything Subject to the contrary contained rights of, and without restricting, limiting or modifying the obligations of, the parties to the Debt Commitment Letter under the terms thereof, none of the Parties, solely in their respective capacities as parties to this Agreement, neither any party hereto (other than Parent and Merger Sub) nor any of their respective Subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or shareholders shall have any direct rights or claims against any Debt Financing Source Party, solely in any way relating to this Agreement their respective capacities as lenders or any of arrangers under the TransactionsDebt Financing, whether in law or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated therebyequity, whether at Law in contract or equity, in contract, in tort or otherwise.