Common use of Non-Recourse Parties Clause in Contracts

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 other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement).

Non-Recourse Parties. Subject to the remainder of this Section 12.19, all claims, obligations, liabilities, All claims or causes of action (whether in contract or in tort, in Law law or in equity, or granted by statute) that may be based upon, are in respect of, arise under, arise out of or by reason of, are connected withrelate to this Agreement or any Ancillary Agreement, or relate in any manner to this Agreement, the negotiation, execution, execution or the performance of this Agreement or any Ancillary Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or any Ancillary Agreement or as an inducement to, to enter into this Agreement or any Ancillary 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”)parties hereto and thereto, as applicable. No Person who is not a Contracting Partynamed party to this Agreement or any Ancillary Agreement, including without limitation any trusteepast, present or future director, officer, manager, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, attorney or Representative of, and representative of any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any Contracting Party, named party to this Agreement or any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, Ancillary Agreement or Representative of, and any financial advisor, lender, investor or equity provider Financing Source (whether actual or prospective) of, any of the foregoing (“Nonparty "Non-party Affiliates”"), shall have any liability Liability (whether in contract or in tort, in Law law or in equity, or granted by statutebased upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) to for 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 Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement, any Ancillary Agreement or the performance of this Agreement, Financing (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement, any Ancillary Agreement or its negotiation, execution, performance, the Financing (as the case may be) or breachthe negotiation or execution hereof or thereof; and, to the maximum extent permitted by Law, and each Contracting Party hereby party hereto waives and releases all such liabilitiesLiabilities, claims, causes of action, claims and obligations against any such Nonparty Non-party Affiliates. Without limiting the foregoing, Notwithstanding anything to the maximum extent permitted by Lawcontrary herein, (a) each Contracting Party hereby waives and releases none of the Financing Sources will have any and all rightsliability to the Company, claimsSeller or their Affiliates relating to or arising out of this Agreement, demandsthe Financing or otherwise, whether at law, or causes of action that may otherwise be available at Law or in equity, in contract, in tort or granted by statuteotherwise, to avoid or disregard and neither the entity form of a Contracting Party or otherwise impose liability of the other Contracting Party on Company, Seller nor any of its Nonparty Affiliates, whether granted by statute their Affiliates will have any rights or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon claims against any of the other Contracting Party’s Nonparty Financing Sources hereunder or thereunder. Non-party Affiliates with respect to the performance are intended as third party beneficiaries of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement)10.17.

Non-Recourse Parties. Subject to the remainder of this Section 12.19‎12.19, 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 other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 ‎12.19 to the contrary, this Section 12.19 ‎12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement).

Non-Recourse Parties. Subject to THIS AGREEMENT MAY ONLY BE ENFORCED AGAINST, AND ANY 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 ONLY BE MADE AGAINST THE ENTITIES THAT ARE EXPRESSLY IDENTIFIED AS PARTIES HERETO IN THEIR CAPACITIES AS SUCH AND, EXCEPT TO THE EXTENT OTHERWISE PROVIDED HEREIN, NO FORMER, CURRENT OR FUTURE EQUITY HOLDERS, CONTROLLING PERSONS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES OF ANY PARTY HERETO OR ANY FORMER, CURRENT OR FUTURE, DIRECT OR INDIRECT, 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 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 Parties to this Agreement or for 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 claim (whether in tort, contract or in tort, in Law or in equity, or granted by statuteotherwise) 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, the transactions contemplated hereby or in respect of this Agreement any representations made or its negotiation, execution, performance, or breach; and, alleged 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 Affiliatesbe made in connection herewith. Without limiting the foregoingrights of one Party against the other Party hereto, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases in no event shall 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 other Contracting Party on any of its Nonparty AffiliatesAffiliates seek to enforce this Agreement against, 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 make any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance claims for breach of this Agreement or any representation or warranty made in, in connection withagainst, or as an inducement seek to this Agreement. Notwithstanding anything in this Section 12.19 to the contraryrecover monetary damages from, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement)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) Notwithstanding anything that may be based uponexpressed or implied herein or any document, are in respect of, arise under, arise out or by reason of, are connected withagreement, or relate in instrument delivered contemporaneously herewith, and notwithstanding the fact that any manner Party to this Agreement may be a partnership or limited liability company, each Party, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no persons other than the negotiationParties shall have any obligation hereunder and that it has no rights of recovery hereunder against, executionand no recourse hereunder or under any documents, agreements, or the performance instruments delivered contemporaneously herewith or in respect of this Agreement (including any representation oral representations made or warranty alleged to be made in, in connection withherewith or therewith shall be had against, any former, current 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, future director, officer, employeeagent, affiliate, manager, assignee, incorporator, membercontrolling person, fiduciary, representative or employee of any Party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder, Affiliate, agent, attorney, stockholder or Representative of, and member of any financial advisor, lender, investor or equity provider Party (whether actual or prospective) of, any Contracting Party, or any trusteeof their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, membercontrolling person, fiduciary, representative, general or limited partner, manager, stockholder, Affiliate, agent, attorney, manager or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, member of any of the foregoing foregoing, but in each case not including the Parties (each, but excluding for the avoidance of doubt, the Parties, a “Nonparty AffiliatesRelated Party”), shall have any liability whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such Party against the Related Parties, by the enforcement of any assessment or by any Proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Related Party, as such, for any obligations of the applicable Party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, in Law contract or in equity, or granted by statuteotherwise) 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, such obligations or their creation. Notwithstanding the forgoing, a Related Party may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise contemplated hereby if such Related Party is party to such document, agreement or instrument or as otherwise set forth therein. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon or arising out of this Agreement Agreement, or its the negotiation, executionexecution or performance hereof, performance, or breach; and, to may only be brought against the maximum extent permitted by Law, each Contracting Party hereby waives entities that are named as Parties 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 other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates then only with respect to the performance specific obligations set forth herein with respect to such Party. Each Related Party is intended as a third-party beneficiary of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement)8.15.

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 representative of, and any financial advisor, financing source, 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 representative of, and any financial advisor, financing source, 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 other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement).

Non-Recourse Parties. Subject Notwithstanding anything to the remainder contrary in this Agreement, in no event shall (i) any Non-Recourse Parent Party (as defined in the Equity Commitment Letter, which excludes, for the avoidance of doubt, Sponsor, Parent and Sub) have any liability for monetary damages to the Company or its Subsidiaries relating to or arising out of this Section 12.19Agreement or the transactions contemplated hereby, all claimsother than Sponsor’s obligations under the Limited Guarantee and the Equity Commitment Letter and any liability of Sycamore Partners Management, obligations, liabilitiesL.L.C. under the Confidentiality Agreement and other than the obligations of Parent and Sub to the extent expressly provided herein, or causes (ii) any former, current or future general or limited partners, equityholders, directors, officers, employees, managers, members, Affiliates or agents of action the Company or its Subsidiaries have any liability to Sponsor, Parent or Sub or any Non-Recourse Parent Party for monetary damages relating to or arising out of this Agreement or the transactions contemplated hereby, other than the obligations of the Company to the extent expressly provided herein. In no event shall the Company seek or obtain, nor shall it permit any of its Representatives to seek or obtain, nor shall any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Parent Party with respect to, this Agreement, Equity Commitment Letter or the Limited Guarantee or the transactions contemplated hereby and thereby (whether in contract including, any breach by Sponsor, Parent or in tortSub), 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 the termination of this Agreement, the negotiation, execution, or failure to consummate 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 transactions 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 by this Agreement or any successor claims or permitted assign actions under applicable Law arising out of any such Parties (“Contracting Parties”). No Person who is not a Contracting Partybreach, including without limitation any trusteetermination or failure, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, other than from Parent 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 Sub to the foregoing (“Nonparty Affiliates”), shall have any liability (whether extent expressly provided for 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, Sponsor to the maximum extent permitted by Lawexpressly provided for in the Limited Guarantee and the Equity Commitment Letter or Sycamore Partners Management, 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, L.L.C. to the maximum extent permitted by Law, expressly provided for in the Confidentiality Agreement (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 other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect subject to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this AgreementLimited Guarantee).

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 for 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 other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement).

Non-Recourse Parties. Subject to the remainder of this Section 12.19, all claimsThis Agreement may only be enforced against Parent and Purchaser. All Actions, obligations, liabilitiesLosses, damages, claims or causes of action (whether in contract or contract, in tort, in Law law or in equity, or granted by statutestatute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, are in respect of, arise under, arise out or by reason of, are be connected with, or relate in any manner to (a) this AgreementAgreement or any Ancillary Agreement or any of the other agreements or documents contemplated hereby or thereby, (b) the negotiation, execution, execution or the performance of this Agreement or any Ancillary Agreement or any of the documents contemplated hereby or thereby (including any representation or warranty made in, in connection with, or as an inducement to, this AgreementAgreement 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 transaction other agreements or documents contemplated hereby or thereby, and thereby(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 expressly limited tothose solely of) the entities Persons that are expressly identified named 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 parties to this Agreement, the performance 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, or based onthe Equity Commitment Letter, in respect ofthe Limited Guarantee, or by reason of this the Confidentiality Agreement or its negotiationsuch other Ancillary Agreement, execution, performance, or breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives as applicable. In furtherance and releases all such liabilities, claims, causes not in limitation 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 notwithstanding 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 other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance provision of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 Ancillary Agreement to the contrary, each party hereto covenants, agrees and acknowledges that (except to the extent named as a party to this Section 12.19 does not provide 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 instruments delivered in connection with this Agreement or any related document shall be had against any Purchaser Related Parties or the Debt Financing Sources and no such Persons (and including any Person negotiating or executing this Agreement on behalf of a party) shall in no event be interpreted to provide) for have any waiver, release Liability or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action obligation (whether in contract or in contract, tort, in Law or in equity, law or granted by statute) statute whether by or through attempted piercing of any sort which such Contracting Party may have against the corporate, limited partnership or limited liability company veil or otherwise), it being expressly agreed and acknowledged that no personal Liability or Losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of Nonparty Affiliates the aforementioned, as such, based upon, arise under, out or by reason of, be connected with, or relate in any manner to the items in the immediately preceding clauses (being those that such Contracting Party has engaged or has a) through (d) (in each case, except to the extent named as a contractual relationship with outside of 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). IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the parties as of the day first above written. By: /s/ Belgacem Chariag Name: Belgacem Chariag Title: Chairman, President and Chief Executive Officer By: Sparta Acquisition Company, its General Partner By: /s/ Dev ▇▇▇▇▇▇▇ Name: Dev ▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director Sellers: [Catalysts RemainCo]1* PQ International Holdings Inc. PQ International CV Transferred Companies: PQ LLC (f/k/a PQ Corporation)2 PQ Silicates Limited (50% interest) PQ China (Hong Kong) Limited (0.01% interest) PQ International Cooperative UA (99% interest) PQ International Cooperative LLC Transferred Equity Interests: 100% of the Equity Interests in PQ LLC (f/k/a PQ Corporation) 50% of the Equity Interests in PQ Silicates Limited 0.01% of the Equity Interests in PQ China (Hong Kong) Limited 99% of the Equity Interests in PQ International Cooperative UA 100% of the Equity Interests in PQ International Cooperative LLC Transferred Entities:3 KILT LLC National Silicates Partnership NSL Canada Company PQ Canada Company PQ Chemicals (Thailand) Ltd PQ China (Hong Kong) Limited PQ Europe ApS PQ Europe Cooperative PQ Finland Oy PQ France SAS PQ Germany GmbH PQ Holdings I Limited PQ Holdings Mexicana, S.A. de C.V. (80% interest) PQ Intermediate Limited PQ International Cooperative UA (1% interest) PQ Japan G.K. PQ Mexico Holdings BV 1 CPQ Midco I, a wholly-owned indirect subsidiary of Parent, will form Catalysts RemainCo as part of the Pre-Closing Restructuring. 2 PQ Corporation will be converted to an LLC as part of the Pre-Closing Restructuring 3 Entities denoted with an asterisk (*) will be formed as part of the Pre-Closing Restructuring. PQ Mexico S. de ▇.▇. de C.V.

Non-Recourse Parties. Subject Notwithstanding anything to the remainder of contrary in this Section 12.19, all claims, obligations, liabilities, or causes of action (whether in contract or in tortAgreement, in Law no event shall (i) any Non-Recourse Parent Party (as defined in the Equity Undertaking Letter, which excludes, for the avoidance of doubt, Sponsor and the Acquiring Entities) have any liability for monetary damages to the ▇▇▇▇▇▇▇▇▇▇ Funds, the Company or in equity, its Subsidiaries or granted by statuteany Non-Recourse ▇▇▇▇▇▇▇▇▇▇ Party (as defined below) that may be based upon, are in respect of, arise under, arise relating to or arising out or by reason of, are connected with, or relate in any manner to of this Agreement, the negotiationEquity Undertaking Letter, executionthe Limited Guarantee, the Merger Agreement or the Transactions, other than Sponsor’s obligations under the Equity Undertaking Letter and the Limited Guarantee and other than the obligations of the Acquiring Entities to the extent expressly provided in the Merger Agreement and herein, or (ii) any former, current or future general or limited partners, equity holders, controlling persons, directors, officers, employees, managers, members, advisors, Affiliates, agents or assignee of any of 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 ▇▇▇▇▇▇▇▇▇▇ Funds or any successor former, current or permitted assign future general or limited partners, equity holders, controlling persons, directors, officers, employees, managers, members, advisors, Affiliates, agents or assignee 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”those Persons described in clause (ii), shall excluding the ▇▇▇▇▇▇▇▇▇▇ Funds, each being referred to as a “Non-Recourse ▇▇▇▇▇▇▇▇▇▇ Party”) have any liability (whether in contract for monetary damages to Sponsor, the Acquiring Entities, the Company 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) its Subsidiaries or any claims, causes Non-Recourse Parent Party relating to or arising out of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement, the performance Equity Undertaking Letter, the Limited Guarantee, the Merger Agreement or the Transactions. In no event shall the ▇▇▇▇▇▇▇▇▇▇ Funds seek or obtain, nor shall any of them permit any of their respective Representatives to seek or obtain, nor shall any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Parent Party with respect to, this Agreement, Equity Undertaking Letter or the Merger Agreement or the transactions contemplated hereby and thereby (including, any breach by Sponsor or the Acquiring Entities), the termination of this Agreement, the failure to consummate the Exchange Agreement Transactions or based onany claims or actions under applicable Law arising out of any such breach, termination or failure, other than from the Acquiring Entities to the extent expressly provided for in respect ofthe Merger Agreement and in this Agreement, or by reason the Sponsor to the extent expressly provided for in the Equity Undertaking Letter and the Limited Guarantee. In no event shall the Sponsor or the Acquiring Entities seek or obtain, nor shall any of them permit any of their respective Representatives to seek or obtain, nor shall any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse ▇▇▇▇▇▇▇▇▇▇ Party with respect to, this Agreement, the Limited Guarantee, the Equity Undertaking Letter or the Merger Agreement or its negotiationthe transactions contemplated hereby and thereby (including, 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 other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment breach by any Contracting Party of any claims▇▇▇▇▇▇▇▇▇▇ Fund), obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside the termination of this Agreement), the failure to consummate the Exchange Agreement Transactions or any claims or actions under applicable Law arising out of any such breach, termination or failure.

Non-Recourse Parties. Subject (a) Notwithstanding anything expressed or implied in this Letter to the remainder contrary, and notwithstanding the fact that Investor or its assignees are limited partnerships, limited liability companies or corporations, each Party, by its acceptance of this Section 12.19the benefits hereof, all claimscovenants, obligations, liabilities, or causes of action agrees and acknowledges for itself and its Affiliates from time to time that (whether in contract i) no Persons other than the Investor and Buyer shall have any obligation hereunder 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, connection with 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 transactions contemplated hereby and thereby, may (ii) no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to be made only in connection herewith or therewith, in each case, shall be had against any (and are expressly 1) former, current or future equity holder (whether a limited to) the entities that are expressly identified as “Parties” in the preamble to this Agreement or any successor general partner, member, stockholder or permitted assign of any such Parties (“Contracting Parties”otherwise). No Person who is not a Contracting Party, including without limitation any trusteecontrolling person, director, officer, employee, incorporatoragent, manager, representative or Affiliate of Investor (other than Buyer) or (2) former, current or future equity holder (whether a limited or general partner, member, partnerstockholder or otherwise), 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 trusteecontrolling person, director, officer, employee, incorporator, member, partneragent, manager, stockholder, Affiliate, agent, attorney, representative or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, Affiliate of any of the foregoing Persons listed in the preceding clause (1) (such persons, collectively but specifically excluding Investor and Buyer, the “Nonparty AffiliatesNon-Recourse Parties”), whether by the enforcement of any assessment, by any legal or equitable proceedings or by virtue of any applicable Law, whether by or through attempted piercing of the corporate, limited liability company, limited company or limited partnership veil, by or through a claim by or on behalf of Buyer against Investor or any of the Non-Recourse Parties, by or through any Seller against Investor or any of the Non-Recourse Parties, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Law, or otherwise, in each case, other than a Retained Claim. For the purposes hereof, the term “Retained Claim” means (i) any proceeding, litigation or claim to specifically enforce the obligations of the Investor hereunder, and (ii) any proceeding, litigation or claim in connection with the Non-Disclosure Agreement. (b) It is expressly agreed and acknowledged that, except with respect to any Retained Claim, no personal liability whatsoever shall have attach to, be imposed on, or otherwise be incurred by any liability (whether Non-Recourse Party, as such, for any obligations of Investor under this Letter or any documents or instruments delivered in contract connection herewith or in tort, in Law respect of any oral representations made or in equity, or granted by statute) alleged 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, be made in connection with, herewith or related in therewith or for any manner to this Agreement, the performance of this Agreement, or claim based on, in respect of, or by reason of this Agreement of, such obligations 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 other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made intheir creation, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement)each case.

Non-Recourse Parties. Subject Notwithstanding anything to the remainder contrary in this Agreement, in no event shall (i) any Non-Recourse Parent Party (as defined in the Equity Undertaking Letter, which excludes, for the avoidance of doubt, Sponsor, Parent and Sub) have any liability for monetary damages to the Company or its Subsidiaries relating to or arising out of this Section 12.19Agreement or the transactions contemplated hereby, all claims, obligations, liabilitiesother than Sponsor’s obligations under the Equity Undertaking Letter and the Limited Guarantee and other than the obligations of Parent and Sub to the extent expressly provided herein, or causes (ii) any former, current or future general or limited partners, equityholders, directors, officers, employees, managers, members, Affiliates or agents of action the Company or its Subsidiaries have any liability to Sponsor, Parent or Sub or any Non-Recourse Parent Party for monetary damages relating to or arising out of this Agreement or the transactions contemplated hereby, other than the obligations of the Company to the extent expressly provided herein. In no event shall the Company seek or obtain, nor shall it permit any of its Representatives to seek or obtain, nor shall any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Parent Party with respect to, this Agreement, Equity Undertaking Letter or the Exchange Agreement or the transactions contemplated hereby and thereby (whether in contract including, any breach by Sponsor, Parent or in tortSub), 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 the termination of this Agreement, the negotiation, execution, or failure to consummate 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 transactions 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 by this Agreement or any successor claims or permitted assign actions under applicable Law arising out of any such Parties (“Contracting Parties”). No Person who is not a Contracting Partybreach, including without limitation any trusteetermination or failure, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, other than from Parent 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 Sub to the foregoing (“Nonparty Affiliates”), shall have any liability (whether extent expressly provided for 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, the Sponsor to the maximum extent permitted by Law, each Contracting Party hereby waives expressly provided for in the Equity Undertaking Letter 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 other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement)Limited Guarantee.

Non-Recourse Parties. Subject to the remainder of this Section 12.19, all claims, obligations, liabilities, 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, are in respect of, arise under, arise out of or by reason of, are connected withrelate to this Agreement or the other Transaction Documents, or relate in any manner to this Agreement, the negotiation, execution, execution or the performance of this Agreement or the other Transaction Documents (including any representation or warranty made in, in or in connection with, with this Agreement or the other Transaction Documents or as an inducement to, to enter into this Agreement) Agreement or the transaction contemplated hereby and therebyother Transaction Documents), 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 parties hereto and thereto. (“Contracting Parties”). i) No Person who is not a Contracting Partynamed party to this Agreement or the other Transaction Documents, including without limitation any trusteeand (ii) no past, present or future director, officer, employee, incorporator, member, partner, equityholder, shareholder, manager, stockholderadvisor, Affiliate, agent, attorneyattorney or representative of the Seller, the Purchaser or Representative ofof any named party to this Agreement or the other Transaction Documents, and together with any financial advisorpast, lender, investor present or equity provider (whether actual or prospective) of, any Contracting Party, or any trustee, future director, officer, employee, incorporator, member, partner, equityholder, shareholder, manager, stockholderadvisor, Affiliate, agent, attorneyattorney or representative thereof (collectively, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any of the foregoing (“Nonparty Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to for 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, with or related in any manner to this Agreement, such other Transaction Document or the performance of transactions contemplated by this Agreement, Agreement or for any claim based on, in respect of, or by reason of this Agreement, such other Transaction Document or the transactions contemplated by this Agreement or its negotiation, execution, performance, the negotiation or breachexecution hereof or thereof; and, to the maximum extent permitted by Law, and each Contracting Party hereby party waives and releases all such liabilities, claims, causes of action, liabilities and obligations claims against any such Nonparty Non-Party Affiliates. Without limiting the foregoingIf any Person who is a party hereto would constitute an Non-Party Affiliate but for such Person’s being a party hereto, such Person’s liability shall be limited 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 other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party Person may have against in their capacity as a party hereto, and such person shall have no liability in any of Nonparty Affiliates (capacity which would have made such Person an Non-Party Affiliate but for such Person’s being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement)party hereto.

Non-Recourse Parties. Subject to With the remainder exception of this Section 12.19Fraud, all claims, obligations, liabilities, 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, are in respect of, arise under, arise out of or by reason of, are connected withrelate to this OTA or the other Transaction Documents, or relate in any manner to this Agreement, the negotiation, execution, execution or the performance of this Agreement OTA or the other Transaction Documents (including any representation or warranty made in, in or in connection with, with this OTA or the other Transaction Documents or as an inducement to, to enter into this Agreement) OTA or the transaction contemplated hereby and therebyother Transaction Documents), 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 parties hereto and thereto. (“Contracting Parties”). i) No Person who is not a Contracting Partynamed party to this OTA or the other Transaction Documents, including without limitation any trusteeand (ii) no past, present or future director, officer, employee, incorporator, member, partner, equityholder, shareholder, manager, stockholderadvisor, Affiliate, agent, attorneyattorney or representative of the Seller, the Purchaser or Representative ofof any named party to this OTA or the other Transaction Documents, and together with any financial advisorpast, lender, investor present or equity provider (whether actual or prospective) of, any Contracting Party, or any trustee, future director, officer, employee, incorporator, member, partner, equityholder, shareholder, manager, stockholderadvisor, Affiliate, agent, attorneyattorney or representative thereof (collectively, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any of the foregoing (“Nonparty Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to for 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, with or related in any manner to this AgreementOTA, such other Transaction Document or the performance of transactions contemplated by this Agreement, OTA or for any claim based on, in respect of, or by reason of this Agreement OTA, such other Transaction Document or its negotiation, execution, performance, the transactions contemplated by this OTA or breachthe negotiation or execution hereof or thereof; and, to the maximum extent permitted by Law, and each Contracting Party hereby party waives and releases all such liabilities, claims, causes of action, liabilities and obligations claims against any such Nonparty Non-Party Affiliates. Without limiting the foregoingIf any Person who is a party hereto would constitute an Non-Party Affiliate but for such Person’s being a party hereto, such Person’s liability shall be limited 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 other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party Person may have against in their capacity as a party hereto, and such person shall have no liability in any of Nonparty Affiliates (capacity which would have made such Person an Non-Party Affiliate but for such Person’s being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement)party hereto.

Non-Recourse Parties. Subject (i) Notwithstanding anything to the remainder contrary in this Agreement, under no circumstances will the collective monetary damages payable by Parent, Merger Sub, Guarantors or any 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 their Affiliates for breaches under this Agreement, the negotiationGuarantee or the Equity Commitment Letter exceed an amount equal to the sum of (i) the Parent Termination Fee and (ii) the amounts described in Section 8.3(f) with respect to Parent, executiongiving effect to the collective limitation set forth therein, for all such breaches (the “Parent Liability Limitation”). In no event will any of the Company or any of its Affiliates seek or obtain, nor will they permit any of their Representatives or any other Person acting on their behalf to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Parent Liability Limitation against (i) Parent, Merger Sub or Guarantor; or (ii) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, Debt Financing Sources, Affiliates (other than Parent, Merger Sub or Guarantor), members, managers, general or limited partners and assignees of each of Parent, Merger Sub and Guarantor (the Persons in clauses (i) and (ii) collectively, the “Parent Related Parties”), and in no event will the Company or any of its Subsidiaries be entitled to seek or obtain any monetary damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against the Parent Related Parties for, or the performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement with respect to, this Agreement, the Guarantee, the Equity Commitment Letter (subject to the terms and conditions set forth therein and in Section 9.8(b) of this Agreement to the extent applicable) and other than obligations of Parent and Merger Sub to the extent expressly provided in this Agreement and obligations of the guarantor under the Guarantee, in no event will any Parent Related Party or any other Person other than Parent and Merger Sub have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the transaction Merger. (ii) Parent’s receipt of the Company Termination Fee to the extent owed pursuant to Section 8.3(b) and the Expense Reimbursement to the extent owed pursuant to Section 8.3(c), Parent’s right to specific performance pursuant to Section 9.8(b) and Parent’s right to seek damages for a Willful and Material Breach will be the sole and exclusive remedies of Parent and Merger Sub and each of their respective Affiliates against (A) the Company, its Subsidiaries and each of their respective Affiliates; and (B) the former, current and future holders of any equity, controlling persons, agents, Affiliates, Representatives, members, managers, general or limited partners, shareholders and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates (collectively, the “Company Related Parties”) in respect of this Agreement, the Transactions, any agreement executed in connection herewith and the transactions 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 upon payment of any such Parties (“Contracting Parties”). No Person who is not a Contracting Partyamount, 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 none of the foregoing (“Nonparty Affiliates”), shall Company Related Parties will have any further liability (whether in contract or in tort, in Law obligation to Parent or in equity, Merger Sub relating to or granted by statute) to any Contracting Party with which it is not engaged or does not have a contractual relationship with (outside arising out 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 AgreementTransactions, any agreement executed in connection herewith or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breachthe transactions contemplated hereby and thereby; 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 Lawprovided that, (a) each Contracting Party hereby waives that the Parties (or their Affiliates) will remain obligated with respect to, and releases any the Company and all rightsits Subsidiaries may be entitled to remedies with respect to, claimsthe Confidentiality Agreement, demandsSection 8.2, or causes Section 8.3(a) and Section 8.3(f), as applicable. For the avoidance of action that may otherwise be available at Law or in equitydoubt, or granted by statute, if Parent elects to avoid or disregard the entity form of a Contracting Party or otherwise impose liability terminate this Agreement and receive payment of the Company Termination Fee pursuant to Section 8.3(b)(ii) or Section 8.3(b)(iii), other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing than the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any right to receive payment of the other Contracting Party’s Nonparty Affiliates with respect Company Termination Fee and any payments to the performance extent owed pursuant to Section 8.3(e), Parent shall not be entitled to any monetary damages or other monetary remedies for any losses, damages or liabilities suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or any representation for breach or warranty made in, in connection with, or as an inducement failure to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement)perform hereunder.

Non-Recourse Parties. Subject to the remainder of this Section 12.1916.18, all claims, obligations, liabilities, or causes of action action, Proceedings or Liabilities (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 Transactions 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 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 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 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, obligationsProceedings, or liabilities 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, Proceedings and obligations Liabilities 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 Liability of the other Contracting Party on any of its such other Contracting Party’s Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement).

Non-Recourse Parties. Subject (a) In no event will the Company, whether prior to the remainder or after termination of this Section 12.19Agreement, all claimsseek or obtain, obligationsnor will it permit any of its Representatives to seek or obtain, liabilitiesnor will any Person be entitled to seek or obtain, any monetary recovery or causes monetary award against any Non-Recourse Parent Party (as defined in the Equity Commitment Letter, which excludes, for the avoidance of action doubt, the Guarantors, Parent and Merger Sub) or file or assert any claim (whether other than a Permitted Claim (as defined in contract or in tort, in Law or in equity, or granted by statutethe Equity Commitment Letter)) that may be based upon, are in with respect of, arise under, arise out or by reason of, are connected with, or relate in any manner to this Agreement, the negotiation, execution, Equity Commitment Letter or the performance 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 (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) or the transaction contemplated hereby and therebyClosing, may seek or obtain, nor will it or they permit any of its or their Representatives to seek or obtain, nor will any Person be made only entitled to seek or obtain, any monetary recovery or monetary award against (and are expressly limited to) the entities that are expressly identified as “Parties” in the preamble 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 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 breach by the foregoing (“Nonparty Affiliates”Company), 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 the termination 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 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, 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 other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 12.19 to the contrary, this Section 12.19 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement).