Common use of Non-Recourse Parties Clause in Contracts

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. (a) In no event will Each Member acknowledges and agrees that this Agreement may only be enforced against, and any claim or suit based upon, arising out of or related to this Agreement, or the Companynegotiation, whether prior to or after termination execution of performance of this Agreement, seek or obtainmay only be brought against the Members, nor will it permit and then only with respect to the specific obligations set forth herein with respect to the applicable Member. Notwithstanding any of provision in this Agreement to the contrary, each Member agrees on its Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any own behalf that no Non-Recourse Parent Party of a Member shall have any liability (as defined whether in the Equity Commitment Lettercontract, which excludestort or otherwise, for the avoidance of doubt, the Guarantors, Parent and Merger Sub) or file or assert based upon any claim (other than a Permitted Claim (as defined in the Equity Commitment Letter)) with respect theory that seeks 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 impose liability of any such breachentity party against its owners or Affiliates) arising under, termination in connection with 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 relating to this Agreement or the transactions contemplated preparation, negotiation or execution hereof, and each Member irrevocably and unconditionally waives, releases and agrees (on behalf of itself, its Subsidiaries and its Affiliates) not to assert all such liabilities and claims against any such Non-Recourse Party. Without limiting the generality of the foregoing, to the maximum extent permitted by Legal Requirements, other than pursuant to and to the extent provided in this Agreement, (a) each Member hereby irrevocably and thereby unconditionally waives and releases any and all rights, claims, demands or causes of action that may otherwise be available in equity or at law, or granted by statute, to avoid or disregard the entity form of a Member or otherwise impose liability of a Member on any Non-Recourse Party, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise; and (including b) each Member irrevocably and unconditionally disclaims any breach by reliance upon any Non-Recourse Parties with respect to the Company), the termination performance of this Agreement, the failure to consummate the transactions contemplated hereby or any claims or actions under applicable Laws arising out . The Non-Recourse Parties are expressly intended as third-party beneficiaries of any such breach, termination or failure, other than from or against the Company to the extent expressly provided for in this AgreementSection 9.14.

Non-Recourse Parties. (a) In no event will Notwithstanding anything to the Company, whether prior contrary contained in this Agreement any other Credit Document or in any of the other Project Documents (but subject to or after termination the following provisions of this AgreementSection), seek or obtainthe Agents and each Lender, nor will it permit any of its Representatives to seek or obtainagree that the Affiliated Project Participants and their respective shareholders, nor will any Person be entitled to seek or obtaindirectors, any monetary recovery or monetary award against any officers, employees and affiliates (other than the Borrower) (the "Non-Recourse Parent Party Parties") shall not be liable (such liability, including as defined in the Equity Commitment Lettermay arise by operation of law, which excludes, hereby being expressly waived) for the avoidance payment of doubtany sums now or hereafter owing by the Borrower, or for the performance of any of the obligations of the Borrower, under this Agreement any other Credit Document or any other Project Document. Except as provided below, if any Event of Default should occur or if any claim of the Administrative Agent or any Lender shall be asserted under this Agreement any other Credit Document or any other Project Document, the GuarantorsAdministrative Agent and each Lender agree that: (i) its rights shall be limited to proceeding against the Borrower, Parent the security for the indebtedness evidenced by the Notes and Merger Subagainst any other third party other than the Non-Recourse Parties, (ii) it shall have no right to proceed against the Non-Recourse Parties for the satisfaction of any obligation of or file or assert enforcement of any claim against the Borrower or for any deficiency judgment remaining after foreclosure of, or (b) Nothing in this Section shall: (i) in any manner or way constitute or be deemed a release of the debt evidenced by the Notes the other than Credit Document or the other Project Documents or otherwise affect or impair the enforceability against the Borrower of the Liens created by the Security Documents; (ii) preclude the Collateral Agent from foreclosing the Liens created by the Security Documents or from enforcing any of the rights or remedies of the Agents or any Lender in law or in equity against the Borrower or its assets, except as stated in this Section; (iii) impair in any manner any right, remedy or recourse any Agent or any Lender may have against any party executing any Credit Document or Project Document to which it is a Permitted Claim party (as defined in including the Equity Commitment Letter)Non-Recourse Parties) with respect to this Agreementsuch party's obligations thereunder; (iv) impair in any manner any right, the Equity Commitment Letter remedy or the Guarantee or the transactions contemplated hereby and thereby (including recourse any breach by the Guarantors, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the transactions contemplated hereby Agent or any claims or actions under applicable Laws arising out of any such breach, termination or failure, other than from or Lender may have 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 including the Non-Recourse Company Party Parties, for fraud, willful misrepresentation, misappropriation or file misapplication of funds; or (v) impair in any manner any right, remedy or assert recourse any claim Agent or any Lender may have against Trigen with respect to this Agreement or the transactions contemplated hereby Debt Service 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 Support Agreement.

Non-Recourse Parties. (a) In no event will Each Member acknowledges and agrees that this Agreement may only be enforced against, and any claim or suit based upon, arising out of or related to this Agreement, or the Companynegotiation, whether prior to or after termination execution of performance of this Agreement, seek or obtainmay only be brought against the Members, nor will it permit and then only with respect to the specific obligations set forth herein with respect to the applicable Member. Notwithstanding any of provision in this Agreement to the contrary, each Member agrees on its Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any own behalf that no Non-Recourse Parent Party of a Member shall have any liability (as defined whether in the Equity Commitment Lettercontract, which excludestort or otherwise, for the avoidance of doubt, the Guarantors, Parent and Merger Sub) or file or assert based upon any claim (other than a Permitted Claim (as defined in the Equity Commitment Letter)) with respect theory that seeks 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 impose liability of any such breachentity party against its owners or Affiliates) arising under, termination in connection with 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 relating to this Agreement or the transactions contemplated preparation, negotiation or execution hereof, and each Member irrevocably and unconditionally waives, releases and agrees (on behalf of itself, its Subsidiaries and its Affiliates) not to assert all such liabilities and claims against any such Non-Recourse Party. Without limiting the generality of the foregoing, to the maximum extent permitted by Legal Requirements, other than pursuant to and to the extent provided in this Agreement, (a) each Member hereby irrevocably and thereby unconditionally waives and releases any and all rights, claims, demands or causes of action that may otherwise be available in equity or at law, or granted by statute, to avoid or disregard the entity form of a Member or otherwise impose liability of a Member on any Non-Recourse Party, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise; and (including b) each Member irrevocably and unconditionally disclaims any breach by reliance upon any Non-Recourse Parties with respect to the Company), the termination performance of this Agreement, the failure to consummate the transactions contemplated hereby or any claims or actions under applicable Laws arising out . The Non-Recourse Parties are expressly intended as third-party beneficiaries of any such breach, termination or failure, other than from or against the Company to the extent expressly provided for in this AgreementSection 14.12.