Non-Recourse Parties Sample Clauses
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Non-Recourse Parties. This Agreement may only be enforced against Parent and Purchaser. All 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 manner to (a) this Agreement or any Ancillary Agreement or any of the other agreements or documents contemplated hereby or thereby, (b) the negotiation, execution or performance of this Agreement or any Ancillary Agreement or any of the documents contemplated hereby or thereby (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), (c) any breach or violation of this Agreement or any Ancillary Agreement (including the failure of any representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby or thereby, and (d) any failure of the transactions contemplated by this Agreement or any Ancillary Agreement or the other agreements, transactions or documents contemplated hereby or thereby to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly named as parties to this Agreement, the Equity Commitment Letter, the Limited Guarantee, the Confidentiality Agreement and any other Ancillary Agreements, and then only to the extent of the specific obligations of such Persons set forth in this Agreement, the Equity Commitment Letter, the Limited Guarantee, the Confidentiality Agreement or such other Ancillary Agreement, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement or any Ancillary Agreement to the contrary, each party hereto covenants, agrees and acknowledges that (except to the extent named as a party to this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Confidentiality Agreement or any other Ancillary Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Confidentiality Agreement or such other Ancillary Agreements, as applicable) no recourse under this Agreement, any related document or any documents or in...
Non-Recourse Parties. Notwithstanding any provision of this Agreement or otherwise, the parties to this Agreement agree on their own behalf and on behalf of their respective Subsidiaries and Affiliates that no Non-Recourse Party of a party to this Agreement shall have any liability relating to this Agreement or any of the transactions contemplated herein except to the extent agreed to in writing by such Non-Recourse Party.
Non-Recourse Parties. Subject to the remainder of this Section 12.19, 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, are in respect of, arise under, arise out or by reason of, are connected with, or relate in any manner to this Agreement, the negotiation, execution, or the performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) or the transaction contemplated hereby and thereby, may be made only against (and are expressly limited to) the entities that are expressly identified as “Parties” in the preamble to this Agreement or any successor or permitted assign of any such Parties (“Contracting Parties”). No Person who is not a Contracting Party, including without limitation any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any Contracting Party, or any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any of the foregoing (“Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity, or granted by statute) to any Contracting Party with which it is not engaged or does not have a contractual relationship with (outside of this Agreement) or any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement, the performance of this Agreement, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach; and, to the maximum extent permitted by Law, each 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) 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 entity form of a Contracting Party or otherwise impose liability of the ...
Non-Recourse Parties. Except for the Transferor Releasors solely with respect to Section 8.15, this Agreement may only be enforced against the named parties hereto and their respective successors and assigns (subject to the terms, conditions and other limitations set forth herein). Following the Closing, (a) all claims or Actions that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may be made only against the Persons that are expressly identified as parties hereto and their successors and assigns and (b) except as expressly provided hereunder, no Person who is not a named party to this Agreement including, without limitation, any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named party to this Agreement, including any person negotiating or executing this Agreement on behalf of a party hereto (each, a “Non-Recourse Party”) shall have any liability or obligation with respect to this Agreement or with respect to any claim or cause of action that may arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement. Each Non-Recourse Party is expressly intended as a third-party beneficiary of this provision of this Agreement.
Non-Recourse Parties. (a) In no event will the Company, whether prior to or after termination of this Agreement, seek or obtain, nor will it permit any of its Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Parent Party (as defined in the Equity Commitment Letter, which excludes, for the avoidance of doubt, the Guarantors, Parent and Merger Sub) or file or assert any claim (other than a Permitted Claim (as defined in the Equity Commitment Letter)) with respect to this Agreement, the Equity Commitment Letter or the Guarantee or the transactions contemplated hereby and thereby (including any breach by the Guarantors, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the transactions contemplated hereby or any claims or actions under applicable Laws arising out of any such breach, termination or failure, other than from or against Parent or Merger Sub to the extent expressly provided for in this Agreement or the Guarantors to the extent expressly provided for in the Guarantee and the Equity Commitment Letter.
(b) In no event will Parent, Merger Sub or the Guarantors, whether prior to or after termination of this Agreement or the Closing, seek or obtain, nor will it or they permit any of its or their Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Company Party or file or assert any claim with respect to this Agreement or the transactions contemplated hereby and thereby (including any breach by the Company), the termination of this Agreement, the failure to consummate the transactions contemplated hereby or any claims or actions under applicable Laws arising out of any such breach, termination or failure, other than from or against the Company to the extent expressly provided for in this Agreement.
Non-Recourse Parties. Except in the case of Fraud, all claims 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 this Agreement or the other Transaction Documents, or the negotiation, execution or 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 be made only against the entities that are expressly identified as parties hereto and thereto, as applicable. Except in the case of Fraud, 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, Affiliate, agent, attorney or representative of any named party to this Agreement or the other 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 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 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 Section 10.12.
Non-Recourse Parties. Each Tax Equity Party satisfies the Non-Recourse Conditions. The Borrower does not directly or indirectly own Equity Interests in any Person that is not a Loan Party, a Tax Equity HoldCo, a Lessee or a Non-Recourse Party.
Non-Recourse Parties. Notwithstanding any provision of this Agreement or otherwise, the parties to this Agreement agree on their own behalf and on behalf of its Subsidiaries and Affiliates that (a) no Non-Recourse Party of a party to this Agreement shall have any liability relating to this Agreement or any of the transactions (including the Debt Financing) contemplated herein except to the extent agreed to in writing by such Non-Recourse Party, and (b) no Debt Financing Source shall have any liability to the Company or the Sellers relating to this Agreement or any of the transactions contemplated herein pursuant to this Agreement or the Debt Commitment Letter (provided that, for the avoidance of doubt, the Purchaser shall have recourse against the Debt Financing Sources pursuant to the terms of the Debt Commitment Letter and the definitive documentation with respect to the Debt Financing).
Non-Recourse Parties. Without limiting any of the provisions contained in the equity commitment letter executed by Patient Square Equity Partners, LP on the date hereof, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement, or the transactions contemplated hereby may only be brought against the entities that are expressly named as parties hereto and their respective successors and assigns. Except as set forth in the immediately preceding sentence, no past, present or future director, officer, employee, incorporator, member, partners, stockholder, Affiliate, agent, attorney, advisor or representative of any party hereto (collectively, the “Non-Recourse Parties”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby (whether in contract, in tort, in Law or in equity or provided by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise), except to the extent expressly set forth in this Agreement. For the avoidance of doubt, this Section 12.17 is intended to benefit and may be enforced by each Non-Recourse Party (and each such Person shall be a third-party beneficiary of this Section 12.17) and shall be binding on all respective successors and permitted assigns thereof.
Non-Recourse Parties. This Agreement may only be enforced against the named parties hereto (subject to the terms, conditions and other limitations set forth herein). Following the Closing, (a) all claims or causes of action that may be based upon, arise out of, or relate to, this Agreement, or the negotiation, execution or performance of this Agreement, may be made only against the Persons that are expressly identified as parties hereto, and (b) except as expressly provided hereunder, no Person who is not a named party to this Agreement, including any director, officer, manager, employee, incorporator, organizer, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement, including any person negotiating or executing this Agreement on behalf of a party hereto (each, a “Non-Recourse Party”) shall have any liability or obligation with respect to this Agreement or any Ancillary Agreement or with respect to any claim or cause of action that may arise out of, or relate to, this Agreement or any Ancillary Agreement, or the negotiation, execution or performance of this Agreement or any Ancillary Agreement. Each Non-Recourse Party is expressly intended as a third party beneficiary of this provision of this Agreement.