Common use of Non-Recourse Clause in Contracts

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all All claims, obligations, Liabilitiesliabilities, 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, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the transactions contemplated by this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as the parties in the preamble to this Agreement and the Persons party to the Merger Agreement or party to any other agreement executed in connection therewith (collectively, the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”)foregoing, shall have any Liability liability (whether in contract or in tort, in law Law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated by this Agreement or based on, in respect of, or by reason of this Agreement or its the transactions contemplated by this Agreement or the negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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.

Non-Recourse. Except to the extent otherwise as expressly set forth in the other Transaction DocumentsDocuments or the Confidentiality Agreement, all claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in at law or in equity, or granted by statutestatute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, stockholdermember, Affiliate, or assignee of or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, stockholder, Affiliate, or assignee of or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in at law or in equity, or granted by statutestatute or otherwise) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction DocumentsDocuments or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates of another Contracting PartyAffiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as Law, except to the extent otherwise expressly set forth in the other Transaction Documents)Documents or the Confidentiality Agreement, (ai) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available available, whether in contract or in tort, at law or in equity, or granted by statutestatute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementAffiliate, 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; , in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (bii) each Contracting Party disclaims any reliance upon any 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.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsAncillary Agreements, all claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in law or in equity, equity or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholdershareholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholdershareholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as set forth in the other Transaction DocumentsAncillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting PartyAffiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as Law, except to the extent otherwise set forth in the other Transaction Documents), Ancillary Agreements: (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementAffiliate, 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 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.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by LawLaw (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all All claims, obligations, Liabilities, or liabilities and causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise arising under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, relating in any manner to this Agreement), Agreement may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of actionliability, obligations, claims or Liabilities causes of action based upon, in respect of, arising under, out by reason of, in connection with, or related relating in any manner to this Agreement Agreement, whether by or based onthrough attempted piercing of the corporate veil, in respect of, by or through a claim by reason or on behalf of this Agreement any party hereto or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents)otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, action and obligations against any such Nonparty Affiliates of another Contracting PartyAffiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, demands or causes of action that may otherwise be available at law 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementAffiliate, 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; otherwise and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action All Legal Proceedings (whether in contract Contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement), ) may be made by the parties any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)hereto or thereto. No Person who is not a Contracting Partynamed party to this Agreement, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee Representative of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing named party to this Agreement that is not itself a named party to this Agreement (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract 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 any party to this Agreement for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, negotiation or execution, performance, ; and each party hereto or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law, each Contracting Party hereby thereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of another Contracting Partythis Section 9(n). Without limiting Nothing in this Agreement precludes the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (a) each Contracting parties or any Non-Party hereby waives and releases Affiliates from exercising any and all rights, claimsand nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard each case under the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 other Contracting Party’s Nonparty Affiliates with respect to the performance of this Merger Agreement or any representation other agreement to which they are specifically a party or warranty made inan express third party beneficiary thereof. This Section 9(n) is subject to, in connection withand does not alter the scope or application of, or as an inducement to this AgreementSection 9(j).

Non-Recourse. Subject in all respects to the last sentence, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent otherwise set forth a Party (and then only to the extent of the specific obligations undertaken by such Party in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, advisor or assignee Representative or Affiliate of any Contracting PartyParty and (b) no past, or any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, advisor or assignee Representative or Affiliate of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of actionany one or more of the Company, obligationsAcquiror, Pubco Merger Sub, Corp Merger Sub or Liabilities LLC Merger Sub under this Agreement of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based onthe Transactions, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), andand each Party hereby irrevocably and unconditionally waives and releases, to the maximum fullest extent permitted by under applicable Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 actions and liabilities related thereto. Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or in equitywaive any rights or obligations of any party to any Transaction Agreement for any claim based on, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted or by statute reason of such 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 any 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 Agreementobligations.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, 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, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, managing member, general partner, manager, stockholdershareholder, principal, Affiliate, agent, attorney or assignee of Representative of, and any Contracting Partyfinancial advisor or lender to, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law Law or in equity, or granted by statutestatute or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting PartyNon-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)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 Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementNon-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Non-Party 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. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 388.

Non-Recourse. Except to This Agreement may only be enforced against the extent otherwise set forth in the other Transaction Documentsnamed parties. All legal proceedings, all claimsLegal Actions, obligations, Liabilitieslosses, damages, claims or causes of action (whether in contract or contract, in tort, in 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, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (i) this AgreementAgreement or any of the other agreements or documents contemplated hereby, or (ii) the negotiation, execution, execution or performance of this Agreement or any of the documents contemplated hereby (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), (iii) any breach or violation of this Agreement (including the failure of any representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby, and (iv) any failure of the transactions contemplated by this Agreement or the other agreements or documents contemplated hereby to be consummated, in the case of clauses (i) and (iv), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified named as parties in the preamble to this Agreement (Agreement, and then only to the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any extent of the foregoing (collectivelyspecific obligations of such Persons set forth in this Agreement. In furtherance and not in limitation of the foregoing, the “Nonparty Affiliates”), shall have and notwithstanding any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason other provision of this Agreement or its negotiationto the contrary, executioneach Party hereto covenants, performanceagrees and acknowledges that (except to the extent named as a party to this Agreement, or breach (other than as and then only to the extent of the specific obligations of such parties set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (athis Agreement) 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of no recourse under this Agreement, whether granted by statute any related document or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, any documents or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates instruments delivered in connection with respect to the performance of this Agreement or any representation related document shall be had against any Company Related Party or warranty made inParent Related Party, whether in connection withcontract, tort, equity, law or as an inducement to this Agreementgranted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsEach party hereto agrees, on behalf of itself and its Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that all actions, claims, obligations, Liabilities, liabilities or causes of action (whether in contract or in tort, in law Law or in equityequity or otherwise, or granted by statutestatute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (A) this AgreementAgreement or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (B) the negotiation, execution, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this AgreementAgreement or any of the other Transaction Documents), (C) any breach or violation of this Agreement or any other of the other Transaction Documents and (D) any failure of any of the transactions contemplated hereunder or under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the case of any of the other Transaction Documents, Persons that are expressly identified as parties to such other Transaction Documents and in accordance with, and subject to the preamble to terms and conditions of this Agreement (or such other Transaction Documents, as applicable. In furtherance and not in limitation of the “Contracting Parties”). No Person who is not a Contracting Partyforegoing and notwithstanding anything contained in this Agreement or any of the other Transaction Documents to the contrary and without limiting the foregoing or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges on behalf of itself and its respective Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Investor Related Party, or and no other Person, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”)Investor Related Party, shall have any Liability liabilities or obligations (whether in contract or in tort, in law Law or in equityequity or otherwise, or granted by statutestatute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that Parent, the Company or the Investor, as applicable, may assert against the Investor solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or based on, in respect of, or by reason any of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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, Documents or otherwise; and (b) each Contracting , no party hereto or any Investor Related Party disclaims shall be responsible or liable for any reliance multiple, consequential, indirect, special, statutory, exemplary or punitive damages or lost profits, opportunity costs, loss of business reputation, diminution in value or damages based upon any other Contracting Party’s Nonparty Affiliates with respect to the performance a multiple of earnings or similar financial measure which may be alleged as a result of this Agreement or any representation of the other Transaction Documents or warranty made in, in connection withany of the transactions contemplated hereunder or thereunder, or as an inducement to this Agreementthe termination or abandonment of any of the foregoing.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, 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, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in, in or in connection withwith this Agreement, the Related Documents or as an inducement to, to enter into this Agreement), Agreement or the Related Documents) may be made by the parties any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble hereto or thereto. In no event shall any named party to this Agreement (or the “Contracting Parties”)Related Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a Contracting Partynamed party to this Agreement or the Related Documents, including without limitation any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee representative of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing named party to this Agreement (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability 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 any party to this Agreement for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement Agreement, the Related Documents or for any claim based on, in respect of, or by reason of this Agreement Agreement, the Related Documents or its negotiation, their negotiation or execution, performance, ; and each party hereto or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law, each Contracting Party hereby thereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect are intended third-party beneficiaries of this Agreement, 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 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 AgreementSection 9.12.

Non-Recourse. Except to the extent otherwise as expressly set forth in the other Transaction Documentsthis Agreement or any documents contemplated hereby, all claims, obligations, Liabilities, Liabilities or causes of action Actions (whether in contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)) and the transactions contemplated hereby, may be made by the parties hereto made, only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties Parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholderequityholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any Contracting Party, or any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholderequityholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall will have any Liability (whether in contract or in tort, in law Law or in equity, or granted by statute) for any claims, causes of actionActions, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as set forth in of this Agreement and the other Transaction Documents)transactions contemplated hereby, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, Actions and obligations against any such Nonparty Affiliates of another Contracting PartyAffiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as Law, except to the extent otherwise set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Confidentiality Agreement, 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 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.

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth in the other Transaction Documentscontrary contained herein or otherwise, all claimsthis Agreement may only be enforced against, obligations, Liabilities, and any claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)the transactions contemplated hereby, may only be made by the parties hereto only against (and such representations and warranties are those solely of) against, the Persons that are expressly identified as parties in the preamble to this Agreement (in the “Contracting Parties”). No Person who is not a Contracting Partypreamble and signature pages hereto) in their capacities as parties to this Agreement or the Persons that are expressly identified as parties to any other Transaction Agreement, including any currentthe Equity Commitment Letter or the Limited Guaranty in their capacities as parties to such agreements, former and no former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of the Persons that are expressly identified herein as parties to such agreements or any former, current or future stockholder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, Affiliate, Affiliate or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee agent of any of the foregoing (collectivelyforegoing, the “Nonparty Affiliates”)or any other non-party, shall have any Liability liability for any obligations or liabilities of the parties or for any claim (whether in tort, contract or in tort, in law or in equity, or granted by statuteotherwise) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of, the transactions contemplated hereby or thereby or in respect of this Agreement any representations, warranties or its negotiation, execution, performance, statements made or breach alleged to be made in connection herewith or therewith (other than as set forth in the other Transaction Documents), and, except 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 Person is expressly identified as a party to such Nonparty Affiliates of another Contracting Partyother agreement). Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in rights of either party against the other Transaction Documents)party, (a) each Contracting Party hereby waives and releases in no event shall either party or any and all rightsof its Affiliates seek to enforce this Agreement against, claims, demandsmake any claims for breach of this Agreement against, or causes seek to recover monetary damages for breach of action that may otherwise be available at law this Agreement from, any non-party, whether by or in equitythrough attempted piercing of the corporate, limited partnership or granted limited liability company veil, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, to avoid regulation or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalizationApplicable Law, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance . The non-parties specified above shall be express third-party beneficiaries of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementSection 9.10.

Non-Recourse. Except to the extent otherwise set forth in the This Agreement may only be enforced against, and any claim, action, suit or other Transaction Documents, 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 legal proceeding based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made by brought against the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the preamble to Guarantees, the Equity Commitment Letters or the Confidentiality Agreement. Except as set forth in this Agreement (Agreement, the “Contracting Parties”). No Person who is not a Contracting PartyGuarantees, including any currentthe Equity Commitment Letters or the Confidentiality Agreement, former no former, current or future directorofficers, officeremployees, employeedirectors, incorporatorpartners, memberdirect or indirect equity holders, partnermanagers, managermembers, stockholderattorneys, Affiliateagents, advisors or assignee other Representatives of any Contracting party hereto (each, a “Non-Recourse Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), ) shall have any Liability liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or in tort, in law or in equity, or granted by statuteotherwise) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, of or by reason of the transactions contemplated by this Agreement or its negotiation, execution, performance, in respect of any written or breach (other than as set forth oral representations made or alleged to be made in the other Transaction Documents), and, to the maximum extent permitted by Law, each Contracting Party hereby waives connection herewith. In furtherance and releases all such Liabilities, claims, causes not in limitation of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)each party covenants, (a) each Contracting Party hereby waives agrees and releases any and all rights, claims, demands, or causes of action acknowledges 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 other Contracting Party’s Nonparty Affiliates with respect to the performance of no recourse under this Agreement or any representation other agreement referenced herein or warranty made in, in connection with any transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or as an inducement (B) pursuant to this the express terms of the Guarantees, the Equity Commitment Letters or the Confidentiality Agreement.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsNondisclosure Agreement, all claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative, or assignee of of, and any Contracting Partyfinancial advisor to, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction DocumentsNondisclosure Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as Law, except to the extent otherwise set forth in the other Transaction Documents)Nondisclosure 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 liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsEach party hereto agrees, on behalf of itself and its Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that all Actions, claims, obligations, Liabilities, liabilities or causes of action (whether in contract Contract or in tort, in law Law or in equityequity or otherwise, or granted by statutestatute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (A) this AgreementAgreement or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (B) the negotiation, execution, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this AgreementAgreement or any of the other Transaction Documents), (C) any breach or violation of this Agreement or any other of the other Transaction Documents and (D) any failure of any of the transactions contemplated hereunder or under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the case of any of the other Transaction Documents, Persons that are expressly identified as parties to such other Transaction Documents and in accordance with, and subject to the preamble to terms and conditions of this Agreement (or such other Transaction Documents, as applicable. In furtherance and not in limitation of the “Contracting Parties”). No Person who is not a Contracting Partyforegoing and notwithstanding anything contained in this Agreement or any of the other Transaction Documents to the contrary and without limiting the foregoing or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges on behalf of itself and its respective Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Investor Related Party, or and no other Person, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”)Investor Related Party, shall have any Liability liabilities or obligations (whether in contract Contract or in tort, in law Law or in equityequity or otherwise, or granted by statutestatute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that the Company or the Investor Parties, as applicable, may assert: (i) against any Person that is party to and solely pursuant to the terms and conditions of, the Confidentiality Agreement or (ii) against the Investor Parties solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or based on, in respect of, or by reason any of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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, Documents or otherwise; and (b) each Contracting , no party hereto or any Investor Related Party disclaims shall be responsible or liable for any reliance multiple, consequential, indirect, special, statutory, exemplary or punitive damages or lost profits, opportunity costs, loss of business reputation, diminution in value or damages based upon any other Contracting Party’s Nonparty Affiliates with respect to the performance a multiple of earnings or similar financial measure which may be alleged as a result of this Agreement or any representation of the other Transaction Documents or warranty made in, in connection withany of the transactions contemplated hereunder or thereunder, or as an inducement to this Agreementthe termination or abandonment of any of the foregoing.

Non-Recourse. Subject in all respects to the last sentence of this Clause 12.15, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent otherwise set forth a Party (and then only to the extent of the specific obligations undertaken by such Party in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholdershareholder, Affiliate, agent, attorney, advisor or assignee representative or Affiliate of any Contracting PartyParty and (b) no past, or any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholdershareholder, Affiliate, agent, attorney, advisor or assignee representative or Affiliate of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of actionany one or more of the Company, obligationsPegasus, TopCo or Liabilities Merger Sub under this Agreement of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Partytransactions contemplated hereby. Without limiting Notwithstanding the foregoing, nothing in this Clause 12.15 shall limit, amend or waive any rights or obligations of any party to the maximum extent permitted by Law (other than as set forth in the other any Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 other Contracting Party’s Nonparty Affiliates Document with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementother parties thereto.

Non-Recourse. Except to Notwithstanding anything that may be expressed or implied in this Agreement, or any document, certificate or instrument delivered in connection herewith or otherwise (together, the extent otherwise set forth in the other “Transaction Documents”), the Company acknowledges and agrees, on behalf of itself and its respective Related Persons (as defined below), that all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) Proceedings that may be based upon, in respect of, arise under, out or of, by reason of, be connected with, or relate in any manner to (a) this AgreementAgreement or any Transaction Document or the Transactions, or (b) the negotiation, execution, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreementany of the foregoing documents), (c) any breach or violation of this Agreement or any other Transaction Document or (d) the failure of the Transactions to be consummated, in each case may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties Parties hereto. In furtherance and not in limitation of the preamble to foregoing, the Company acknowledges and agrees, on behalf of itself and its respective Related Persons, that no recourse under this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any current, former other Transaction Document or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, in connection with any Transactions shall be sought or assignee of had against any of the foregoing (collectively, the “Nonparty Affiliates”), such other Person and no such other Person shall have any Liability liabilities (whether in contract or in tort, in law or in equityequity or otherwise, or granted by statutestatute or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) for of any claims, causes of action, obligations, or Liabilities nature whatsoever arising under, out of, in connection with, with or related in any manner to this Agreement the items in the preceding clauses (a) through (d), it being expressly agreed and acknowledged that no liabilities whatsoever shall attach to, be imposed on or based onotherwise be incurred by any direct or indirect, in respect ofpast, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source, Affiliate, agent or other representative of Stockholder or any Affiliate of Stockholder (collectively, with such Person’s assignees, successors and assigns, the “Related Persons”), through the Company, its Subsidiaries or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of any party hereto, as applicable, by the enforcement of any assessment or by reason of this Agreement any legal or its negotiationequitable actions, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiessuits, claims, causes investigations or proceedings, by virtue of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalizationLaw, or otherwise; . The Parties acknowledge and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to agree that the performance Related Persons are intended third-party beneficiaries of this Section 5.16. Nothing in this Agreement precludes the Parties or any Related Persons from exercising any rights under the Merger Agreement or any representation other agreement to which they are specifically a party or warranty made inan express third-party beneficiary thereof, and nothing in connection with, this Agreement shall limit the liability or as an inducement obligations of any Related Person under any other agreement to this Agreementwhich they are specifically a party.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsAll Actions, all claims, obligations, Liabilities, liabilities or causes of action (whether in contract or in tort, in law or in equity, equity or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, with or relate in any manner to this Agreement, or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto against only against (and such representations and warranties are those solely of) Parent, US NewCo, Merger Sub Ltd., Bermuda NewCo, Merger Sub LLC, the Persons that are expressly identified as parties in Company and the preamble to this Agreement Company Equityholders (the “Contracting Parties”). No Other than in the case of Fraud, no Person who is not a Contracting Party, including any current, former or future director, officer, employee, consultant, incorporator, member, partner, manager, stockholdershareholder, Affiliate, agent, attorney, representative or assignee of of, and any advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, consultant, incorporator, member, partner, manager, stockholdershareholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty AffiliatesNonparties”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, action or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as set forth in the other Transaction Documents)breach, and, to the maximum extent permitted by Lawapplicable Laws, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, action and obligations against any such Nonparty Affiliates of another Contracting PartyNonparties. Without limiting the foregoing, to the maximum extent permitted by Law (applicable Laws, other than as set forth in the other Transaction Documents)case of Fraud, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementNonparty, 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, undercapitalization or otherwise; and (b) each Contracting Party disclaims any reliance upon any 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.

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth in the other Transaction Documentscontrary contained herein or otherwise, all claimsthis Agreement may only be enforced against, obligations, Liabilities, and any claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)the transactions contemplated hereby, may only be made by against the parties hereto only against (entities and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (in their capacities as such, and only with respect to the “Contracting Parties”). No Person who is not a Contracting Partyspecific obligations set forth herein with respect to such party, including any currentand no former, former current or future direct or indirect stockholders, equity holders, controlling persons, portfolio companies, directors, officers, employees, general or limited partners, members, managers, trustees, attorneys, agents, representatives or Affiliates of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, portfolio company, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholdertrustee, Affiliateattorney, agent, representative or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Affiliate of any of the foregoing (collectivelyeach, the a “Nonparty AffiliatesNon-Recourse Party”), ) shall have any Liability liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in contract or in tort, in at law or in equity, in tort, contract or granted by statuteotherwise) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of this Agreement any covenants, representations, warranties or its negotiationstatements (whether written or oral, execution, performance, express or breach (other than as set forth implied) made or alleged to be made in the other Transaction Documents), 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 of another Contracting Partyconnection herewith. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in rights of any party against the other Transaction Documents)parties hereto, (a) each Contracting in no event shall any party or any Person that would be a Non-Recourse Party hereby waives and releases of such party seek to enforce this Agreement against, make 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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 Agreementrecover monetary damages from, any Non-Recourse Party (including any of the holders of the Company Shares).

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all All claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statutestatute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholderequityholder, Affiliate, agent, attorney, other representative or assignee of of, and any advisor (including any financial advisor) or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholderequityholder, Affiliate, agent, attorney, other representative or assignee of of, and any advisor (including any financial advisor) or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statutestatute or otherwise) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents)breach, and, to the maximum extent permitted by Applicable Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting PartyAffiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Applicable 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementAffiliate, 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 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.

Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated by this Agreement may only be brought against, the entities that are expressly named as parties hereto. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner a named as a party to this Agreement, or the negotiationno past, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliateaffiliate, agent, attorney, advisor, or assignee of any Contracting Party, representative or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee affiliate of any of the foregoing (collectively, the a “Nonparty AffiliatesNon-Recourse Party”), ) shall have any Liability liability (whether in contract or in contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of actionany one or more of the Vendor Group or Purchaser under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or the transactions contemplated by reason of this Agreement or its negotiation(collectively, execution, performance, or breach (other than as set forth in the other Transaction Documents“Non-Recourse Matters”), andand each of the Vendor Group or Purchaser (on behalf of themselves, their respective affiliates, and any Person claiming by, through or on behalf of the Vendor Group, the Purchaser or their respective affiliates) covenants and agrees that it shall not institute, and shall cause its agents, representatives and affiliates not to the maximum extent permitted by Lawbring, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of make or institute any action, and obligations claim or proceeding (whether in contract, tort, equity or otherwise) for a Non-Recourse Matter against any such Nonparty Affiliates of another Contracting Non-Recourse Party. Without limiting the foregoing, to the maximum extent permitted It is further understood and agreed that any certificate or certification contemplated by Law (other than as set forth in the other Transaction Documents), (a) each Contracting Party hereby waives this Agreement and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted executed by statute, to avoid or disregard the entity form an officer of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Partynamed party will be deemed to have been delivered only in such officer’s Nonparty Affiliate in respect of this Agreement, 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 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 capacity as an inducement officer of such named party (and not in his or her individual capacity) and will not entitle any named party to this Agreementassert a claim against such officer in his or her individual capacity.

Non-Recourse. Except (a) Notwithstanding anything to the extent otherwise contrary in this Agreement, the Purchaser’s liability for any liability, loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under or in connection with any breach of this Agreement or any other Transaction Agreement (whether willfully, intentionally, unintentionally or otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to the Purchase Price and the Purchaser shall have no further liability or obligation relating to or arising out of this Agreement, any other Transaction Agreement or the Transactions in excess of such amount. For the avoidance of doubt, the foregoing shall not limit the Company’s rights under Section 6.10. (b) This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against the entities that are expressly named as parties hereto and their respective successors and assigns (including any Person that executes and delivers a Joinder). Except as set forth in the other Transaction Documentsimmediately preceding sentence, all claimsno past, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former present or future director, officer, employee, incorporator, member, partner, managerpartners, stockholder, Affiliate, agent, attorney, advisor or assignee representative of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing party hereto (collectively, the “Nonparty AffiliatesSpecified Persons”), ) shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) liability for any claims, causes obligations or liabilities of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to party hereto under this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiationof, execution, performance, or breach the transactions contemplated hereby (other than as set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 other Contracting Party’s Nonparty Affiliates Guarantor with respect to the performance of this Agreement or any representation or warranty made in, obligations set forth in connection with, or as an inducement to this AgreementSection 4.24).

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsThis Agreement may only be enforced against, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) and any Action that may be based upon, in respect of, arise under, out of or by reason of, be connected with, with or relate in any manner to this Agreement, or the negotiation, execution, performance or performance breach, of this Agreement (including Agreement, including, any representation or warranty made or alleged to have been made in, in connection with, with or as an inducement to, this Agreement)Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made by the parties hereto only or asserted against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties hereto in the preamble to and signature pages of this Agreement (and solely in their capacities as such and against Guarantor as provided in the “Contracting Parties”)Guarantee. No Person who is not a Contracting Partyparty hereto (including, including (a) any currentformer, former current or future directordirect or indirect equity holder, officercontrolling Person, employeemanagement company, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholderagent, Affiliate, assignee, attorney or assignee of representative of, and any of the foregoing financial advisor or lender to (all above-described Persons in this sub-clause (a), collectively, “Affiliated Persons”) a party hereto or any Affiliate of such party, and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the “Nonparty Affiliates”parties hereto and the Guarantor (the Persons in sub-clauses (a) and (b), shall together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto and the Guarantor and any Acquiring Person (as defined in the Guarantee), “Non-Parties”) will have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, liability whatsoever in respect of, based upon or by reason arising out of any Recourse Theory under this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting PartyAgreement. Without limiting the foregoing, to rights of any party hereto against the maximum extent permitted by Law (other than parties hereto as set forth herein, in the other Transaction Documents)no event will any party hereto, (a) each Contracting Party hereby waives and releases any and all rightsof its Affiliates or any Person claiming by, claims, demands, through or causes on behalf of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form any of a Contracting Party or otherwise impose Liability of a Contracting Party on them institute any other Contracting Action under any Recourse Theory against any Non-Party’s Nonparty Affiliate in respect of this Agreement, 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 other Contracting Party’s Nonparty Affiliates with respect . Notwithstanding anything to the performance contrary in this Section 10.11, nothing herein shall be deemed to limit any liabilities or other obligations of this Agreement the Guarantor or any representation or warranty made in, in connection with, or as an inducement to this AgreementAcquiring Person under the Guarantee.

Non-Recourse. Subject in all respects to the last sentence, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent otherwise set forth a Party (and then only to the extent of the specific obligations undertaken by such Party in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, advisor or assignee Representative or Affiliate of any Contracting PartyParty and (b) no past, or any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, advisor or assignee Representative or Affiliate of any of the foregoing (collectively, the “Nonparty Affiliates”)foregoing, shall have any Liability liability (whether in contract or in contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of actionany one or more of the Company, obligationsAcquiror or Merger Sub under this Agreement or any other Transaction Document of or for any claim based on, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based onthe Transactions, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law, and each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, actions and obligations against any such Nonparty Affiliates of another Contracting Partyliabilities related thereto. Without limiting Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or waive any rights or obligations of any party to the maximum extent permitted by Law (other than as set forth in the other any Transaction Documents)Document for any claim based on, (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted or by statute reason of such 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 any 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 Agreementobligations.

Non-Recourse. Subject in all respects to the last sentence of this Section 13.14, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent otherwise set forth a Party hereto (and then only to the extent of the specific obligations undertaken by such Party in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, advisor or assignee representative or Affiliate of any Contracting PartyParty and (b) no past, or any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, advisor or assignee representative or Affiliate of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of actionany one or more of Tempo, obligationsthe Tempo Blockers or the FTAC Parties under this Agreement of or for any claim based on, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Partytransactions contemplated hereby. Without limiting Notwithstanding the foregoing, nothing in this Section 13.14 shall limit, amend or waive any rights of any party to any Transaction Agreement under such Transaction Agreement; provided such rights can only be enforced against the actual parties to the maximum extent permitted by Law (other than as set forth applicable Transaction Agreements in accordance with the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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 Agreementterms thereof.

Non-Recourse. (a) Except to the extent otherwise set forth in the other Transaction Documentsfor fraud by such Person, all claimsno past, obligations, Liabilitiespresent or future Financing Source, or causes shareholder, partner, member, Representative or Affiliate (other than Parent or Merger Sub) of Parent or Merger Sub (and no Representative of any such Affiliate) shall have any liability for any liabilities of Parent or Merger Sub under this Agreement. Except for Fraud, no past, present or future, stockholder, partner, member, Representative or Affiliate (other than the Key Persons) of any Principal Member (and no Representative of any such Affiliate) shall have any liability for any liabilities of any Principal Member under this Agreement. (b) This Agreement may only be enforced against, and any claim or cause of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble related to this Agreement (may only be brought against, the “Contracting Parties”)persons who are expressly named as parties hereto and against the Company Members and then only with respect to the specific obligations set forth herein with respect to such person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any None of the foregoing (collectively, the “Nonparty Affiliates”), Financing Sources shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes obligations or liabilities of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the Transactions, including any dispute arising out of this Agreement or its negotiation, execution, performance, or breach (other than as set forth relating in the other Transaction Documents), and, any way to the maximum extent permitted by LawDebt Commitment Letter or, in each Contracting Party hereby waives and releases all such Liabilitiescase, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement thereof; provided, that in no event shall the foregoing relieve the Financing Sources from any obligations to Parent or any representation Merger Sub (and following the Closing Date, the Company and its Subsidiaries) arising under the Debt Commitment Letter or warranty made in, in connection with, or as an inducement to this Agreementthe Debt Financing Documents.

Non-Recourse. Subject in all respects to the last sentence of this Section 12.14, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent otherwise set forth a Party (and then only to the extent of the specific obligations undertaken by such Party in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholdershareholder, Affiliate, agent, attorney, advisor or assignee Representative or Affiliate of any Contracting PartyParty and (b) no past, or any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholdershareholder, Affiliate, agent, attorney, advisor or assignee Representative or Affiliate of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of action, obligationsany one or more of the Company, or Liabilities any Acquiror Party under this Agreement of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based onthe Transactions, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law, and each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, actions and obligations liabilities against any such Nonparty Affiliates of another Contracting Partynon-recourse Person related thereto. Without limiting Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or waive any rights or obligations of any party to the maximum extent permitted by Law (other than as set forth in the any other Transaction Documents)Agreement for any claim based on, (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted or by statute reason of such 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 any 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 Agreementobligations.

Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to any such Party. Except to the extent otherwise set forth in the other Transaction Documentsthat he, all claims, obligations, Liabilities, she or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner it is a named party to this Agreement, or the negotiationno past, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, advisor or assignee of any Contracting Party, representative or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Affiliate of any of the foregoing or any other Person (collectively, the “Nonparty AffiliatesNon-Party Entities”), ) shall have any Liability liability (whether in contract or in contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of actionany one or more of the Parent Related Parties or Company Related Parties, obligationsas applicable, under this Agreement or Liabilities of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based onthe transactions contemplated hereby, in respect ofand each of Parent, or by reason of this Agreement or its negotiation, execution, performance, or breach Merger Sub and the Company (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law, each Contracting Party hereby i) waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (a) each Contracting Non-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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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; Entities and (bii) each Contracting agrees not to commence any claim, action, suit, proceeding or arbitral action against any such Non-Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates Entities in connection with respect to the performance of this Agreement or the transactions contemplated hereby; provided that nothing in this Section 12.15 shall limit the rights of any representation party to the Debt Commitment Letter or warranty made in, in connection with, or any other Contract with a Debt Financing Source to the extent expressly set forth therein. Non-Party Entities are expressly intended as an inducement third-party beneficiaries of this Section 12.15 and shall be entitled to this Agreementenforce the covenants contained herein.

Non-Recourse. Except as set forth on Schedule 4.28, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against the entities that are expressly named as parties hereto and then only with respect to the obligations expressly set forth herein with respect to such party. Except as set forth on Schedule 4.28 and to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner a named party to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, and then only to the extent of the obligations expressly undertaken by such named party in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, Immediate Family member, agent, attorney, or assignee other representative of any Contracting Partyparty hereto, including the Sellers’ Representative or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing its partners (collectivelycollectively and solely in their capacities as such, the “Nonparty AffiliatesSeller Related Parties”), ) 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) for any claims, causes of action, obligations, obligations or Liabilities arising under, out of, in connection with, or related in of any manner to party hereto under this Agreement or for any claim based on, in respect of, or by reason of this Agreement of, the transactions contemplated hereby or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreementany oral representations made or alleged to have been made in connection herewith. In no event shall the Earthbound Group or any of its Affiliates have any recourse against any former, whether granted by statute current or future stockholders, members, managers or Affiliates of Buyer or the Guarantor, or any former, current or future officers, directors, employees, agents or representatives of any of the foregoing arising out of 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 other Contracting Party’s Nonparty Affiliates with respect to the performance termination of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementbreach hereof.

Non-Recourse. Except to the extent as otherwise set forth expressly provided in the other Transaction Documentsthis Agreement, all claims(a) this Agreement may only be enforced against, obligations, Liabilities, and any claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)the transactions contemplated hereby, may only be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties Parties herein in the preamble to this Agreement their capacities as such, (the “Contracting Parties”). No Person who is not a Contracting Partyb) no former, including any current, former current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any Party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, Affiliate, agent or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Affiliate of any of the foregoing (collectivelyeach, the a “Nonparty AffiliatesNon-Recourse Party”), ) shall have any Liability liability for any obligations or liabilities of the Parties or for any claim (whether in tort, contract or in tort, in law or in equity, or granted by statuteotherwise) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith; provided, however, that the foregoing shall not limit the obligations or liabilities of any Non-Recourse Party under any other agreement to which such Non-Recourse Party is party, (c) without limiting the rights of any Party against the other Parties, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against or make any claims for breach of this Agreement or its negotiationagainst any Non-Recourse Party. The covenants contained in this Section 6.13 are intended to be for the benefit of, executionand shall be enforceable by, performanceeach of the Non-Recourse Parties and their respective heirs and assigns and shall not be deemed exclusive of any other rights to which any such Person may be entitled, or breach (other than as set forth in the other Transaction Documents), and, whether pursuant 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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, Contract or otherwise; and (b) each Contracting Party disclaims any reliance upon any 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.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, 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, in respect of, arise under, out or by reason of, be connected with, or relate related in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement Parties hereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee of representative of, and any Contracting Partyfinancial advisor or Debt Financing Source Related Party to, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statutestatute or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for any claims, causes of action, obligations, obligations or Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting PartyNon-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)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 Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementNon-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Non-Party 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. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 6.13.

Non-Recourse. Except Notwithstanding anything in this Agreement to the extent otherwise set forth in contrary, the obligations and liabilities of the Company under this Agreement and all other Transaction Documentsobligations, all liabilities, claims, obligationslosses, Liabilitiesdamages, or causes of action Proceedings (whether in contract or in tort, in law or in equityequity and whether based on contract, in tort or granted by statuteotherwise) of or against the Company that may be based upon, in respect ofon, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation breach or warranty alleged breach hereof), the negotiation, execution or performance hereof or the transactions contemplated hereby or in respect of any other document or theory of law or equity or in respect of any oral or written representations made inor alleged to be made in connection herewith or therewith, whether at law or equity, in connection withcontract, in tort or as an inducement to, this Agreement)otherwise, may only be made by against the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified Company in its capacity as parties in the preamble a party to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyand will be without recourse of any kind to any former, including any current, former current or future direct or indirect stockholders, equity holders, controlling persons, portfolio companies, management companies, directors, officers, employees, general or limited partners, members, managers, trustees, attorneys, agents, Representatives or Affiliates of the Company or any heir, executor, administrator, successor or assign of any of the foregoing, or any former, current or future direct or indirect stockholder, equity holder, controlling person, portfolio company, management company, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholdertrustee, Affiliateattorney, agent, Representative or Affiliate of any of the foregoing or any heir, executor, administrator, successor or assign of any of the foregoing (other than, in each case, the Company and its Subsidiaries) (each of the foregoing, a “Company Related Party”). Notwithstanding anything in this Agreement to the contrary, the obligations and liabilities of Parent under this Agreement and all other obligations, liabilities, claims, losses, damages, or assignee Proceedings (whether in law or in equity and whether based on contract, in tort or otherwise) of or against Parent that may be based on, arise out of or relate to this Agreement (including any breach or alleged breach hereof), the negotiation, execution or performance hereof or the transactions contemplated hereby or in respect of any Contracting Partyother document or theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, may only be made against Parent and will be without recourse of any kind to any former, current or future direct or indirect stockholders, equity holders, controlling persons, management companies, directors, officers, employees, general or limited partners, members, managers, trustees, attorneys, agents, Representatives or Affiliates of Parent or any heir, executor, administrator, successor or assign of any of the foregoing, or any currentformer, former current or future direct or indirect stockholder, equity holder, controlling person, management company, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholdertrustee, Affiliateattorney, agent, Representative or assignee Affiliate of any of the foregoing or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tortother than, in law or in equityeach case, or granted by statuteParent and its Subsidiaries) for any claims, causes (each of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documentsa “Parent Related Party”), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all All claims, obligations, Liabilities, or liabilities and causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise arising under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, relating in any manner to this Agreement), Agreement may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of actionliability, obligations, claims or Liabilities causes of action based upon, in respect of, arising under, out by reason of, in connection with, or related relating in any manner to this Agreement Agreement, whether by or based onthrough attempted piercing of the corporate veil, in respect of, by or through a claim by reason or on behalf of this Agreement any party hereto or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents)otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, action and obligations against any such Nonparty Affiliates of another Contracting PartyAffiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, demands or causes of action that may otherwise be available at law 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementAffiliate, 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; otherwise and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Merger Agreement or any of the other agreements or documents to be entered into among the Investor, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto (but not, for the avoidance of doubt, any Non-Party Affiliate), and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsAncillary Agreements, all claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction DocumentsAncillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting PartyAffiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as Law, except to the extent otherwise set forth in the other Transaction Documents)Ancillary Agreements, (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementAffiliate, 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 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.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsEach Party agrees, on behalf of itself and its respective Affiliates, that all actions, claims, obligations, Liabilities, liabilities or causes of action (whether in contract Contract or in tort, in law Law or in equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this AgreementAgreement or the Transactions, or (b) the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (c) any breach or violation of this Agreement and (d) any failure of the Transactions to be consummated, in each case, may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons Parties that are expressly identified as parties in the preamble to this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement (to the “Contracting Parties”). No Person who is not a Contracting Partycontrary, including any currenteach Party hereto covenants, former agrees and acknowledges, on behalf of itself and their respective Affiliates, that no recourse under this Agreement or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of in connection with any of the foregoing (collectivelyTransactions shall be had against any other Person, the “Nonparty Affiliates”), and no other Person shall have any Liability liabilities or obligations (whether in contract Contract or in tort, in law Law or in equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or based onlosses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in respect ofconnection with or related in any manner to the items in the immediately preceding clauses (a) through (d). No Person, other than the Parties, shall be responsible or by reason liable for any damages which may be alleged as a result of this Agreement or its negotiation, execution, performance, the Transactions (or breach (other than as the termination or abandonment thereof). Notwithstanding anything to the contrary set forth in this Section 10.15, it is expressly understood and agreed that none of the other Transaction Documents)foregoing shall limit, andimpair or otherwise affect the rights, liabilities or obligations of any Person arising out of or relating to the maximum extent permitted by LawConfidentiality Agreement, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, Parent Support Agreements or the Company Support Agreement to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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 Agreementsuch Person is expressly party thereto.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all (i) All claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Voting Agreement or the transactions contemplated by this Voting Agreement, or the negotiation, execution, or performance of this Voting Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Voting Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as the parties in the preamble to this Voting Agreement and the Persons party to the Merger Agreement or party to any other agreement executed in connection therewith (collectively, the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of any of the foregoing and the Debt/Preferred Equity Financing Sources (collectively, the “Nonparty AffiliatesNon-Recourse Party”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Voting Agreement or the transactions contemplated by this Voting Agreement or based on, in respect of, or by reason of this Voting Agreement or its the transactions contemplated by this Voting Agreement or the negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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 Voting Agreement.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action All Legal Actions (whether in contract Contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in, in or in connection withwith this Agreement, the Related Documents or as an inducement to, to enter into this Agreement), Agreement or the Related Documents) may be made by the parties any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble hereto or thereto. In no event shall any named party to this Agreement (or the “Contracting Parties”)Related Documents have any shared or vicarious Liability for the actions or omissions of any other Person other than as provided in Section 8.17. No Person who is not a Contracting Partynamed party to this Agreement or the Related Documents, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee Representative of any Contracting Party, named party to this Agreement that is not itself a named party to this Agreement or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing Related Documents, including, for the avoidance of doubt, any Lender Related Party (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract 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 any party to this Agreement for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, with or related in any manner to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim based on, in respect of, or by reason of this Agreement Agreement, the Related Documents or its negotiation, their negotiation or execution, performance, ; and each party hereto or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law, each Contracting Party hereby thereto waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect are intended third-party beneficiaries of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing Section 8.16. Nothing in this Section 8.16 shall in any way expand the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of circumstances in which Parent may be liable under this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreementa result of the Transactions (including as a result of the Debt Financing).

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsEach party hereto agrees, on behalf of itself and its Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that all Actions, claims, obligations, Liabilities, liabilities or causes of action (whether in contract Contract or in tort, in law Law or in equityequity or otherwise, or granted by statutestatute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (A) this AgreementAgreement or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (B) the negotiation, execution, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this AgreementAgreement or any of the other Transaction Documents), (C) any breach or violation of this Agreement or any other of the other Transaction Documents and (D) any failure of any of the transactions contemplated hereunder or under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the case of any of the other Transaction Documents, Persons that are expressly identified as parties to such other Transaction Documents and in accordance with, and subject to the preamble to terms and conditions of this Agreement (or such other Transaction Documents, as applicable. In furtherance and not in limitation of the “Contracting Parties”). No Person who is not a Contracting Partyforegoing and notwithstanding anything contained in this Agreement or any of the other Transaction Documents to the contrary and without limiting the foregoing or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges on behalf of itself and its respective Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Investor Related Party, or and no other Person, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”)Investor Related Party, shall have any Liability liabilities or obligations (whether in contract Contract or in tort, in law Law or in equityequity or otherwise, or granted by statutestatute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that the Company or the Investor Parties, as applicable, may assert: (i) against any Person that is party to and solely pursuant to the terms and conditions of, Section 5.04 or (ii) against the Investor Parties solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or based on, in respect of, or by reason any of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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, Documents or otherwise; and (b) each Contracting , no party hereto or any Investor Related Party disclaims shall be responsible or liable for any reliance multiple, consequential, indirect, special, statutory, exemplary or punitive damages or lost profits, opportunity costs, loss of business reputation, diminution in value or damages based upon any other Contracting Party’s Nonparty Affiliates with respect to the performance a multiple of earnings or similar financial measure which may be alleged as a result of this Agreement or any representation of the other Transaction Documents or warranty made in, in connection withany of the transactions contemplated hereunder or thereunder, or as an inducement to this Agreementthe termination or abandonment of any of the foregoing.

Non-Recourse. Except (a) Notwithstanding anything to the extent otherwise contrary in this Agreement, the Purchaser’s liability for any liability, loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under or in connection with any breach of this Agreement or any other Transaction Agreement (whether willfully, intentionally, unintentionally or otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to the Purchase Price and the Purchaser shall have no further liability or obligation relating to or arising out of this Agreement, any other Transaction Agreement or the Transactions in excess of such amount. For the avoidance of doubt, the foregoing shall not limit the Company’s rights under Section 6.10. (b) This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against the entities that are expressly named as parties hereto and their respective successors and assigns (including any Person that executes and delivers a Joinder). Except as set forth in the other Transaction Documentsimmediately preceding sentence, all claimsno past, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former present or future director, officer, employee, incorporator, member, partner, managerpartners, stockholder, Affiliate, agent, attorney, advisor or assignee representative of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing party hereto (collectively, the “Nonparty AffiliatesSpecified Persons”), ) shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) liability for any claims, causes obligations or liabilities of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to party hereto under this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiationof, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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 Agreementtransactions contemplated hereby.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of of, and any financial advisor, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by LawLaw (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents(a) No past, all claims, obligations, Liabilitiespresent or future Financing Source, or causes shareholder, partner, member, Representative or Affiliate (other than Parent or Merger Subsidiary) of Parent or Merger Subsidiary (and no Representative of any such Affiliate) shall have any liability for any liabilities of Parent or Merger Subsidiary under this Agreement. (b) This Agreement may only be enforced against, and any claim or cause of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble related to this Agreement (may only be brought against, the “Contracting Parties”)Persons who are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any None of the foregoing (collectively, the “Nonparty Affiliates”), Financing Sources shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) (including, for the avoidance of doubt, any special, consequential, punitive or indirect damages or damages of a tortious nature) for any claims, causes obligations or liabilities of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the Transactions, including any dispute arising out of this Agreement or its negotiation, execution, performance, or breach (other than as set forth relating in the other Transaction Documents), and, any way to the maximum extent permitted by LawDebt Commitment Letter or, in each Contracting Party hereby waives and releases all such Liabilitiescase, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement thereof; provided, that in no event shall the foregoing relieve the Financing Sources from any obligations to Parent or any representation Merger Subsidiary (and following the Closing Date, the Company and its Subsidiaries) arising under the Debt Commitment Letter or warranty made in, in connection with, or as an inducement to this Agreementthe Debt Financing Documents.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all All claims, obligations, Liabilities, Liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, with or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, with or as an inducement to, to this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble Parties to this Agreement (the “Contracting Parties”)Agreement. No Person who is not a Contracting PartyParty to this Agreement, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, Representative or assignee Affiliate of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, Representative or assignee Affiliate of any of the foregoing (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law Law or in equity, or granted by statute) for any claims, obligations, Liabilities or causes of action, obligations, or Liabilities action arising under, out of, in connection with, with or related in any manner to this Agreement or based on, in respect of, of or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as set forth in the other Transaction Documents)breach, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, obligations, Liabilities and causes of action, and obligations action against any such Nonparty Affiliates of another Contracting PartyNon-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, demands or causes of action that may otherwise be available at law 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementNon-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, under-capitalization or otherwise; , and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, with or as an inducement to this Agreement. Each Non-Party Affiliate is intended to be an express third-party beneficiary of this Section 10.2 and may specifically enforce its terms.

Non-Recourse. Except to the extent otherwise set forth in the This Agreement may only be enforced against, and any claim, action, suit or other Transaction Documents, 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 legal proceeding based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made by brought against the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company Entities may assert in accordance with the preamble to Guarantee, the Equity Commitment Letter or the Confidentiality Agreement. Except as set forth in this Agreement, the Guarantee, the Equity Commitment Letter, the Confidentiality Agreement, the Voting Agreement (or the “Contracting Parties”). No Person who is not a Contracting PartyRollover Agreements, including any currentno former, former current or future directorofficers, officeremployees, employeedirectors, incorporatorpartners, memberequity holders, partnermanagers, managermembers, stockholderattorneys, Affiliateagents, advisors or assignee other Representatives of any Contracting party hereto (each, a “Non-Recourse Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), ) shall have any Liability liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or in tort, in law or in equity, or granted by statuteotherwise) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, of or by reason of this Agreement the Transactions or its negotiation, execution, performance, in respect of any written or breach (other than as set forth oral representations made or alleged to be made in the other Transaction Documents), and, to the maximum extent permitted by Law, each Contracting Party hereby waives connection herewith. In furtherance and releases all such Liabilities, claims, causes not in limitation of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)each party covenants, (a) each Contracting Party hereby waives agrees and releases any and all rights, claims, demands, or causes of action acknowledges 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 other Contracting Party’s Nonparty Affiliates with respect to the performance of no recourse under this Agreement or any representation other agreement referenced herein or warranty made in, in connection with any Transactions shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or as an inducement (B) pursuant to this the Guarantee, the Equity Commitment Letter or the Confidentiality Agreement, the Voting Agreement or the Rollover Agreements.

Non-Recourse. Except to the extent otherwise set forth in the other Each Transaction DocumentsDocument shall be enforceable only against, 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 and any Proceeding based upon, in respect of, arise arising under, out of or by reason of, be connected with, in connection with or relate related in any manner to this Agreementa Transaction Document, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made transactions contemplated by the parties hereto Transaction Documents shall be brought only against (the parties signatory thereto, and such representations and warranties are those solely of) then only with respect to the Persons specific obligations set forth therein that are expressly identified as parties in the preamble applicable to this Agreement (the “Contracting Parties”)such party. No Person who that is not a Contracting Partyparty to the applicable Transaction Document, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, Representative or assignee Affiliate of any Contracting Party, such party or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Affiliate of any of the foregoing (collectivelyeach, the a “Nonparty AffiliatesAffiliate”), shall have any Liability (whether in contract or in contract, tort, strict liability, at Law, in law equity or in equity, or granted by statuteotherwise) for any claims, causes of action, obligations, Liabilities or Liabilities other obligations arising under, out of, of or in connection with, with or related in any manner to this Agreement such Transaction Document or the transactions contemplated by the Transaction Documents, or based onupon, in respect of, of or by reason of this Agreement such Transaction Document or its the negotiation, execution, performance, performance or breach (other than as set forth in of any of the other Transaction Documents), and, to . To the maximum extent permitted by Law, each Contracting Party party hereby waives and releases all such Liabilities, claims, causes of action, Liabilities and other obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoingAffiliates, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (a) each Contracting Party hereby waives and releases any and all claims, causes of action, rights, claimsremedies, demands, demands or causes of action Proceedings 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 party or otherwise impose the Liability of a Contracting Party party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementAffiliate, whether granted by statute Law or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, undercapitalization or otherwise; otherwise and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or and any representation or warranty made in, in connection with, with or as an inducement hereto. Nothing in this Section 12.12 is intended to, or shall, limit the guarantees provided by Seller Parent with respect to this Agreementthe specified obligations of Seller as expressly set forth in the Seller Parent Guarantee.

Non-Recourse. Except to the extent otherwise as expressly set forth in the other Transaction DocumentsAncillary Agreements, all claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in at law or in equity, or granted by statutestatute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, stockholdermember, Affiliate, or assignee of or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, stockholder, Affiliate, or assignee of or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in at law or in equity, or granted by statutestatute or otherwise) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction DocumentsAncillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the Ancillary Agreements) against any such Nonparty Affiliates of another Contracting PartyAffiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as Law, except to the extent otherwise expressly set forth in the other Transaction Documents)Ancillary Agreements, (ai) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available available, whether in contract or in tort, at law or in equity, or granted by statutestatute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementAffiliate, 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; , in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (bii) each Contracting Party disclaims any reliance upon any 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.

Non-Recourse. (a) Except in the case of claims against a Person in respect of such Person’s Intentional Fraud: (i) this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the Company, SPAC and Merger Sub as named Parties; and (ii) except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble a Party to this Agreement (and then only to the “Contracting Parties”extent of the specific obligations undertaken by such Party). No Person who is not a Contracting Party, including any currentno past, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, advisor or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any representative of the foregoing (collectivelyCompany, the “Nonparty Affiliates”), SPAC or Merger Sub shall have any Liability liability (whether in contract or in Contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone (1) or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of actionany one (1) or more of the Company, obligationsSPAC or Merger Sub under this Agreement for any claim based on, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the Transactions. (b) Notwithstanding the foregoing, a Related Party may have (and this Section 11.14 shall no way amend, alter, limit or otherwise effect) obligations under any documents, agreements, or instruments delivered contemporaneously herewith if such Related Party is party to such document, agreement or instrument. Except to the extent otherwise set forth herein, 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 onupon, in respect arising out of, or by reason of related to this Agreement Agreement, or its the negotiation, execution, performance, execution or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect performance of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing may only be brought against the veil, unfairness, undercapitalization, or otherwise; entities that are named as Parties and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates then only with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement specific obligations set forth herein with respect to this Agreementsuch Party.

Non-Recourse. Except Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by their acceptance of the benefits of the Agreement, the parties hereto covenant, agree and acknowledge that no Person other than the parties hereto (and their successors and permitted assigns) has any rights, remedies, benefits, liabilities, obligations or commitments (whether known or unknown or whether contingent or otherwise) hereunder, and no personal liability shall attach to the extent otherwise set forth former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of the parties hereto or any former, current or future equity holder, controlling person, director, officer, employee, agent, Affiliate, member, manager, general or limited partner, financing sources or Representatives of any of the foregoing or their successors or assigns other than the parties hereto (each a “Non-Recourse Party”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of a party hereto against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, other than (i) such party’s rights and claims under this Agreement against the parties hereto and their respective actual assignees and (ii) any Person’s rights and claims under any other agreement entered into in connection with the Joint Bid or the Transactions against the other Transaction Documentsparties thereto; and the parties hereto hereby further agree that this Agreement may only be enforced against, all claimsand any action, obligationscause of action, Liabilitiesclaim, demand or causes of other similar action (whether in contract or in tort, in law or in equity, or granted by statute) proceeding that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made by the parties hereto only against (and such representations and warranties are those solely of) against, the Persons that are expressly identified named as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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 Agreementhereto.

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth in the other Transaction Documentscontrary contained herein, all claimsthis Agreement may only be enforced against, obligations, Liabilities, and any claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to the non-performance of this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)the Transactions contemplated hereby, may only be made by against the parties hereto only against (entities and such representations and warranties are those solely of) the Persons that are expressly identified as parties Parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partytheir capacities as such and no former, including any current, former current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, Affiliate, agent or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Affiliate of any of the foregoing (collectivelyeach, the a “Nonparty AffiliatesNon-Recourse Party”), ) shall have any Liability liability for any obligations or liabilities of the Parties or for any claim (whether in tort, contract or in tort, in law or in equity, or granted by statuteotherwise) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of, the Transactions contemplated hereby or in respect of this Agreement any representations made or its negotiation, execution, performance, or breach (other than as set forth alleged to be made in the other Transaction Documents), 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 of another Contracting Partyconnection herewith. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in rights of any Party against the other Transaction Documents)Parties hereto, (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 any of a Contracting Party on its Affiliates seek to enforce this Agreement against, make any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 other Contracting Party’s Nonparty Affiliates with respect to the performance claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party (including any of the Sponsor Parties) under this Agreement. Nothing herein precludes the Parties or any representation Non-Recourse Parties from exercising any rights, and nothing herein shall limit the liability or warranty made inobligations of any Non-Recourse Party, in connection witheach case under the Voting Agreements, Stockholders Agreements or as any other agreement to which they are specifically a party or an inducement to this Agreementexpress third party beneficiary thereof.

Non-Recourse. Except to the extent otherwise as expressly set forth in the any other Transaction DocumentsAgreement (including, but not limited to, any letter of transmittal), all claims, obligations, Liabilities, or causes of action (whether in contract or in tortat law, in law or in equity, in Contract, in tort or granted by statuteotherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by only against the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement and the successors and assigns thereof (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling Person, general or limited partner, member, Affiliate, director, officer, employee, incorporatoragent, memberconsultant or representative of, partnerand any financial advisor or lender to, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any current, former or future equityholder, incorporator, controlling Person, general or limited partner, Affiliate, director, officer, employee, incorporatoragent, memberconsultant or representative of, partnerand any lender to, manager, stockholder, Affiliate, or assignee of any of the foregoing or any of their respective successors, predecessors or assigns (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, whether in Contract or granted by statutein tort or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in any other Transaction Agreement (including, but not limited to, any letter of transmittal)), including any alleged non-disclosure or misrepresentations made by any such Person or as a result of the use or reliance on any information, documents or materials made available by such Person, and, to the maximum extent permitted by Applicable Law, each Contracting Party hereby waives and releases all claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the any other Transaction DocumentsAgreement (including, but not limited to, any letter of transmittal), 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 Non-Party Affiliates; provided that, for clarity, no party to any other Transaction Agreement (including, but not limited to, any letter of another Contracting Partytransmittal) shall be deemed a Non-Party Affiliate with respect to such documents to which it is a party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as Applicable Law, except to the extent otherwise expressly set forth in the any other Transaction DocumentsAgreement (including, but not limited to, any letter of transmittal), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 Parent disclaims any reliance upon any other Contracting Party’s Nonparty Non-Party 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. This Section ‎8.11 shall survive the consummation of the Merger, is intended to benefit and may be enforced by Non-Party Affiliates and shall be binding on all successors and assigns of Parent and the Surviving Entity.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Company Stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting PartyAffiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as Law, except to the extent otherwise set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementAffiliate, 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 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, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement or any exhibit or schedule hereto or any certificate delivered hereunder.

Non-Recourse. This Agreement may only be enforced against, and any Legal Proceeding based upon, arising out of, or related to this Agreement or any of the Transactions, may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that may be asserted in accordance with the other Transaction Documents (in each case, solely in accordance with and pursuant to the terms and conditions thereof). Except (a) to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble a named party to this Agreement (and then only to the “Contracting Parties”extent of the specific obligations undertaken by such named Party) or (b) as set forth in any Transaction Document (in each case, solely in accordance with and pursuant to the terms and conditions thereof). No Person who is not a Contracting Party, including any currentno past, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, advisor or assignee of any Contracting Party, representative or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Affiliate of any of the foregoing (collectively, the “Nonparty AffiliatesNon-Recourse Parties”), ) shall have any Liability liability (whether in contract or in contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of actionany Party under this Agreement or of or for any Legal Proceeding based on, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, the Transactions. In furtherance and not in respect of, or by reason limitation of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)each Party covenants, (a) each Contracting Party hereby waives agrees and releases any and all rights, claims, demands, or causes of action acknowledges 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 other Contracting Party’s Nonparty Affiliates with respect to the performance of no recourse under this Agreement or any representation other agreement referenced herein or warranty made in, in connection with any Transactions shall be sought or had against any Non-Recourse Party, except for claims that any Party may assert (i) against another Party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or as an inducement (ii) pursuant to this Agreementany Transaction Document (in each case, solely in accordance with and pursuant to the terms and conditions thereof).

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsThis Agreement may only be enforced against, and all claims, obligations, Liabilities, claims or causes of action (whether in contract, in tort, at law, in equity or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, termination, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as parties hereto, or, to the extent a party has agreed to cause a Subsidiary to take or omit to take any action, against such Subsidiary (but only to the extent of the specific obligations of such parties or Subsidiaries set forth herein). Without limiting any rights any party may have pursuant to any Transaction Document against the parties to such Transaction Document, (i) no Person who is not a named party to the this Agreement (other than the Subsidiaries of a party to the extent a party has agreed to cause such Subsidiary to take or omit to take any action), including any past, present or future, director, officer, employee, incorporator, member, partner, stockholder or other equityholder, Affiliate, agent, attorney, financial advisor or representative of any named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) that may be for any liability based uponon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based onAgreement, in respect of, or the transactions contemplated by reason of this Agreement or its negotiation, their negotiation or execution, performance, or breach (other than as set forth in the other Transaction Documents), ; and, (ii) to the maximum extent permitted by Law, each Contracting Party hereby party hereto waives and releases all such Liabilities, claims, causes of action, and obligations liabilities against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (a) each Contracting Non-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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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 AgreementAffiliates.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsLimited Guarantee and the Confidentiality Agreement, all claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any Contracting Party, or any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction DocumentsLimited Guarantee and Confidentiality Agreement), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all All claims, obligations, Liabilitiesliabilities, or causes of action (whether at Law, in contract or equity, in contract, in tort, in law or in equity, or granted by statuteotherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former former, or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, stockholdermember, Affiliate, assignee, or assignee Representative of any Contracting Party, or any current, former former, or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, stockholder, Affiliate, assignee, or assignee Representative of any of the foregoing or any of their respective successors, predecessors, or assigns (or any successors, predecessors, or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability liability (whether at Law, in contract or equity, in contract, in tort, in law or in equity, or granted by statuteotherwise) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach, and, to the maximum extent permitted by Law, each Party hereby waives and releases all claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting PartyNon-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available (whether at law or Law, in equity, in contract, in tort, or granted by statuteotherwise), to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementNon-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; , in each case arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach, and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Non-Party 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 to the contrary contained herein or otherwise, after the Closing, no Party may seek to rescind or terminate this Agreement or any of the Transactions.

Non-Recourse. Except to the extent otherwise as expressly set forth in the Confidentiality Agreement or any other Transaction DocumentsAgreement, all claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tortat Law, in law or in equity, in contract, in tort or granted by statuteotherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons Parties that are expressly identified as parties in the preamble to this Agreement and the successors and assigns thereof (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, director, officer, employee, incorporatoragent, memberconsultant or representative of, partnerand any financial advisor or lender to, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, director, officer, employee, incorporatoragent, memberconsultant or representative of, partnerand any lender to, manager, stockholder, Affiliate, or assignee of any of the foregoing or any of their respective successors, predecessors or assigns (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, whether in contract or granted by statutein tort or otherwise) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the Confidentiality Agreement or any other Transaction DocumentsAgreement), including any alleged non-disclosure or misrepresentations made by any such Person or as a result of the use or reliance on any information, documents or materials made available by such Person, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the Confidentiality Agreement or any other Transaction Agreement) against any such Nonparty Affiliates of another Contracting PartyNon-Party Affiliates; provided, that, for clarity, no party to the Confidentiality Agreement or any other Transaction Agreement shall be deemed a Non-Party Affiliate with respect to such documents to which it is a party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as Law, except to the extent otherwise expressly set forth in the Confidentiality Agreement or any other Transaction Documents)Agreement, (ai) each Contracting Party Parent hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available available, whether at law or Law, in equity, in contract, in tort or granted by statuteotherwise, to avoid or disregard the entity form of any Seller that is a Contracting Party trust or otherwise impose Liability liability of a Contracting Party Seller on any other Contracting Party’s Nonparty Affiliate in respect beneficiary of this Agreementsuch trust that is not otherwise a Seller or trustee of a Seller, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the Confidentiality Agreement or any other Transaction Agreement); and (bii) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Non-Party 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.

Non-Recourse. Except to the extent otherwise set forth Notwithstanding anything that may be express or implied in the this Agreement, any other Transaction DocumentsAgreement or any other document or instrument contemplated hereby or thereby, by each Party’s acceptance of the benefits of this Agreement, each Party hereby acknowledges and agrees that all claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreementthe Transaction Agreements, or the negotiation, execution, or performance of this Agreement or any other Transaction Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons entities that are expressly identified as parties in to the preamble to this applicable Transaction Agreement (the “Contracting Parties”). No Except for claims permitted in the foregoing sentence brought pursuant to Exh. 2.1-58 the terms of the applicable agreement under which such claims arise, no Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholdershareholder, Affiliate, agent, attorney, or assignee of representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholdershareholder, Affiliate, agent, attorney, or assignee of representative of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statutestatute or based upon any theory that seeks to impose Liability of a party against its owners or Affiliates, including through attempted piercing of the corporate veil) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement the Transaction Agreements or based on, in respect of, or by reason of this Agreement the Transaction Agreements or its their negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting PartyAffiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Each Nonparty Affiliate in respect is an express third-party beneficiary of this Agreement, 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 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 AgreementSection 10.11.

Non-Recourse. Except to the extent otherwise as expressly set forth in the Confidentiality Agreement or any other Transaction DocumentsAgreement, all claims, obligations, Liabilities, or causes of action (whether in contract or in tortat Law, in law or in equity, in Contract, in tort or granted by statuteotherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation dispute arising out of or warranty made in, relating in connection with, any way to the Commitment Letter or as an inducement to, this Agreementthe performance thereof or the financings contemplated thereby), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons Parties that are expressly identified as parties in the preamble to this Agreement or any of their respective permitted assigns (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling Person, general or limited partner, member, Affiliate, director, officer, employee, incorporatoragent, memberconsultant, partner, manager, stockholder, Affiliaterepresentative, or assignee Debt Financing Party of any Contracting Party, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, director, officer, employee, incorporatoragent, memberconsultant, partner, manager, stockholder, Affiliaterepresentative, or assignee of Debt Financing Party, and any lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law Law or in equity, whether in Contract or granted by statutein tort or otherwise) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement (including any claims, causes of action, obligations or Liabilities arising out of or relating in any way to the Commitment Letter or the performance thereof or the financings contemplated thereby) or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the Confidentiality Agreement or any other Transaction Agreement), including any alleged non-disclosure or misrepresentations made by any such Person or as a result of the use or reliance on any ​ ​ information, documents or materials made available by such Person, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement (including any claims, causes of action, obligations or Liabilities arising out of or relating in any way to the Commitment Letter or the performance thereof or the financings contemplated thereby) or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the Confidentiality Agreement or any other Transaction Agreement) against any such Non-Party Affiliates; provided, that, for clarity, no party to the Confidentiality Agreement or any other Transaction Agreement shall be deemed a Non-Party Affiliate with respect to such documents to which it is a party. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the Confidentiality Agreement or any other Transaction Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether at Law, in equity, in contract, in tort or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability on any Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the Confidentiality Agreement or any other Transaction DocumentsAgreement), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 (bii) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Non-Party 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.

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth in contrary contained herein or otherwise, but subject to the other Transaction Documentsfinal sentence of this Section, all claimsthis Agreement may only be enforced against, obligations, Liabilities, and any claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)the Transactions, may only be made by the parties hereto only against (and such representations and warranties are those solely of) against, the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner their capacities as parties to this Agreement or the Stockholder Agreement (to the extent of the obligations of the applicable Company Securityholders set forth in the Stockholder Agreement or the other documents delivered by such Company Securityholders pursuant to this Agreement in connection with the Merger), and no Non-Party (other than parties to the Stockholder Agreement as set forth in this Section 9.19) shall have any liability for any obligations or liabilities of the parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the Transactions or in respect of this Agreement any representations, warranties, covenants or its negotiation, execution, performance, statements made or breach (other than as set forth alleged to be made in the other Transaction Documents), 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 of another Contracting Partyconnection herewith. Without limiting the rights of any party against the other parties, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Party, in each case, subject to the final sentence of this Section. Notwithstanding the foregoing, nothing in this Section shall (i) preclude any party to another Transaction Document from making any claim thereunder, to the maximum extent permitted by Law therein or (other than as set forth ii) limit any of Acquirer’s rights under Article VIII, including the right to seek Indemnifiable Damages from any Company Securityholder in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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 Agreementaccordance therewith.

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth contrary in this Guarantee (but subject to the other Transaction Documentslast sentence of this Section 2(k)), all claimsthis Guarantee may only be enforced against, obligations, Liabilities, and any claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) and Actions that may be based upon, in respect ofon, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementGuarantee, the transactions contemplated by this Guarantee, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)Guarantee, may only be made by against, the parties hereto only against (Parties, and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno former, including any current, former current or future directorAffiliates, officerdirectors, employeeofficers, incorporatorshareholders, memberpartners, partnermembers, managerattorneys, stockholderaccountants, Affiliateagents, Representatives or assignee employees of any Contracting Party, or any currentheirs, former successors or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee permitted assigns of any of the foregoing (collectivelyeach, the a “Nonparty AffiliatesNon-Party”), ) shall have any Liability liability for any obligations or liabilities of such Party or for any claim (whether in tort, contract or in tortotherwise) based upon, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, or relating to, this Guarantee or the transactions contemplated by this Guarantee or in respect of any representations and warranties made or alleged to be made in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Partyherewith. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in rights of any Party against the other Transaction Documents)Party, (a) each Contracting in no event shall any Party hereby waives and releases or any and all rightsof its Affiliates seek to enforce this Guarantee, claims, demands, or assert any claims or causes of action that may otherwise be available at law based on, arising out of or in equityrelating to this Guarantee or the transactions contemplated by this Guarantee, or granted by statutethe negotiation, to avoid execution or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 other Contracting Party’s Nonparty Affiliates with respect to the performance of this Guarantee, against any Non-Party, in each case subject to the final sentence of this Section 2(k). Notwithstanding the foregoing, nothing in this Section 2(k) shall preclude any party to the Asset Purchase Agreement or any representation Ancillary Agreement (other than the Guarantee) or warranty made inthe Confidentiality Agreement, in connection with, or as an inducement to this Agreementfrom making any permitted claim thereunder.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsThis Agreement may only be enforced against, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) and any Legal Proceeding that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, performance or performance breach (whether willful, intentional, unintentional or otherwise), of this Agreement (including Agreement, including, without limitation, any representation or warranty made or alleged to have been made in, in connection with, or as an inducement to, this Agreement)Agreement (each of such above-described (and any other cognizable) legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made by the parties hereto only or asserted against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties the Parties in the preamble to and signature pages of this Agreement (the “Contracting Parties”)and solely in their capacities as such. No Person who is not a Contracting PartyParty (including without limitation, including (i) any currentformer, former current or future directordirect or indirect equity holder, officercontrolling Person, employeemanagement company, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholderagent, Affiliate, attorney or assignee of representative of, and any of the foregoing financial advisor or lender (including Financing Sources) to (all above-described Persons in this subclause (i), collectively, “Affiliated Persons”) a Party or any Affiliate of such Party, and (ii) any Affiliated Persons of such Affiliated Persons but specifically excluding the Parties (the Persons in subclauses (i) and (ii), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the Parties, “Nonparty AffiliatesNon-Parties”), ) shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, liability whatsoever in respect of, based upon or by reason arising out of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting PartyRecourse Theory. Without limiting the foregoing, to rights of any Party hereto against the maximum extent permitted by Law (other than Parties as set forth herein, in the other Transaction Documents)no event shall any Party, (a) each Contracting Party hereby waives and releases any and all rightsof its Affiliates or any Person claiming by, claims, demands, through or causes on behalf of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form any of a Contracting them institute any Legal Proceeding under any Recourse Theory against any Non-Party or otherwise impose Liability of a Contracting Party on support any other Contracting Party’s Nonparty Affiliate Person in respect of this Agreement, 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 other Contracting Party’s Nonparty Affiliates with respect doing so. Notwithstanding anything to the performance contrary in this Section 10.10, nothing in this Section 10.10 shall be deemed to limit any liabilities of this Agreement or any representation or warranty made in, Party to any Transaction Document so as to limit recovery pursuant to contractual rights of another party thereto in connection with, or as an inducement to this Agreementaccordance with the terms set forth therein.

Non-Recourse. Except to the extent otherwise pursuant to a Transmittal Letter, Support and Release Agreement or any other Transaction Agreement for which the indemnification provisions set forth in Section 6.2 of this Agreement do not provide the other Transaction Documentsexclusive remedy or with respect to Fraud, all claims, obligations, Liabilities, Losses or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, with or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, with or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, Losses or causes of action, obligations, or Liabilities action arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, of or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as pursuant to a Transmittal Letter, Support and Release Agreement or other Transaction Agreement for which the indemnification provisions set forth in Section 6.2 of this Agreement do not provide the other Transaction Documentsexclusive remedy, or with respect to Fraud), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, Losses and causes of action, and obligations action against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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 AgreementAffiliates.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsThis Agreement may only be enforced against, all claims, obligations, Liabilities, and any claim or causes cause of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related to this Agreement, Agreement or the negotiationtransactions contemplated hereby may only be brought against, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified named as parties in hereto and the preamble Pre-Closing Holders, and then only with respect to the specific obligations set forth herein, as applicable, with respect to such party. The Pre-Closing Holders shall be deemed to be named parties to this Agreement for purposes of this Section 13.15. Except for a named party to this Agreement (and then only to the “Contracting Parties”extent of the specific obligations undertaken by such named party in this Agreement and not otherwise). No Person who is not a Contracting Party, including any currentno past, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, advisor or assignee of any Contracting Party, representative or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Affiliate of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of actionany one or more of the Company, obligationsBuyer or Merger Sub under this Agreement or of or for any Action based on, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based onthe transactions contemplated hereby; provided, in respect ofhowever, or by reason of this Agreement or its negotiationthat, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting notwithstanding the foregoing, to nothing in this Section 13.15 shall in any way limit or modify the maximum extent permitted by Law (other than as set forth in rights and obligations of Buyer, Merger Sub, the other Transaction Documents), (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, Company 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of Holder Representative under this Agreement, whether granted by statute of any Pre-Closing Holder under the Support Agreements or based on theories the Letters of equityTransmittal, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing of any party in the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance event of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementFraud.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, 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, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation Agreement, the Offer or warranty made inthe Merger contemplated hereby, may, except to the extent set forth in connection withthe Equity Commitment Letter or the Limited Guaranty, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified as parties in hereto and thereto. Other than the preamble Sponsor pursuant to this Agreement (the “Contracting Parties”). No Person Equity Commitment Letter or the Limited Guaranty, no person who is not a Contracting Partynamed party to this Agreement, including the Debt Financing Related Parties, any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, affiliate thereof or any currentof their respective directors, former officers, employees, incorporators, members, managers, partners, direct or future directorindirect equityholders (including stockholders and optionholders), officeraffiliates, employeeagents, incorporator, member, partner, manager, stockholder, Affiliate, attorneys or assignee of any of the foregoing representatives (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law under any Legal Requirements or in equity, or granted by statutebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement Agreement, the Offer or the Merger contemplated hereby (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement Agreement, the Offer or its negotiationthe Merger contemplated hereby (as the case may be) or the negotiation or execution hereof or thereof, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law, and each Contracting Party hereby party hereto waives and releases all such liabilities, claims and obligations (other than Liabilities, claims, causes of action, claims and obligations of the Sponsor pursuant to the Equity Commitment Letter or the Limited Guaranty) against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (a) each Contracting Non-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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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 AgreementAffiliates.

Non-Recourse. Except to the extent otherwise expressly set forth in the other Transaction DocumentsLimited Guarantees and the Equity Commitment Letters, all claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, under or out or by reason of, be connected with, or relate in any manner to of this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made by or enforced against the parties Parties hereto and then only against (and with respect to the specific obligations set forth herein with respect to such representations and warranties are those solely of) Party. Except to the Persons that are expressly identified as parties in the preamble extent a Party to this Agreement or the Limited Guarantees or the Equity Commitment Letters (and then only to the “Contracting Parties”extent of the specific obligations undertaken by such Person in this Agreement or the Limited Guarantees or the Equity Commitment Letters, respectively, and not otherwise). No Person who is not a Contracting Party, including any currentno past, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee other Representative of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”)Party hereto, shall have any Liability for any obligations or Liabilities of such Party under this Agreement or any documents or instruments delivered in connection with this Agreement (whether unless a signatory party thereto in contract his or in tort, in law or in equity, or granted by statuteher personal capacity and not on behalf of a Party) for any claimsclaim (whether arising in contract, causes of actiontort, obligations, equity or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or otherwise) based on, in respect of, or by reason of, such obligations, whether by the enforcement of this Agreement any assessment or its negotiation, execution, performanceby any legal or equitable Proceeding, or breach (by virtue of any statute, regulation or other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by applicable Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, notwithstanding anything herein to the maximum extent permitted by Law contrary, Seller (and its stockholders, partners, members, Affiliates, directors, officers, employees, Representatives and agents) hereby waives any and all rights and claims against any Buyer Related Party (other than as set forth in the claims against Buyer under this Agreement or any other Transaction Documents), (aDocument and claims against Sponsor and GIC under its respective Limited Guarantee) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available based upon, in respect of, arise under or out of this Agreement or the Financing Commitments, whether at law Law or in equity, or granted by statutein contract, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalizationtort, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect provided that for clarity, Seller shall be entitled to seek specific performance against the Investors under their respective Equity Financing Commitments, subject to the performance terms thereof and the limitations set forth in Section 11.7. Each of the Buyer Related Parties (other than Buyer) and the Seller Related Parties is a third party beneficiary of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this AgreementSection 11.14.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all All claims, obligations, Liabilities, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)) and the transactions contemplated hereby, may be made by the parties hereto made, subject to Article 7, only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties Parties in the preamble to this Agreement Agreement, including without limitation Vision (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholderequityholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any Contracting Party, or any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholderequityholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, obligations, liabilities or causes of action, obligations, or Liabilities action arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in of this Agreement and the other Transaction Documents)transactions contemplated hereby, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of actionobligations, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, liabilities 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 against any such Non-Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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 AgreementAffiliates.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documentsthis Agreement, all claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this AgreementAgreement or the Transactions, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties Parties. Except in the preamble to this Agreement (the “Contracting Parties”). No case of Fraud, no Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any Contracting financial advisor or lender to, any Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing or any Financing Source (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the Transactions, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth any liability of any Financing Source to Buyer, the Partnership or any of their Affiliates pursuant to or in the other Transaction Documentsconnection with any agreement by or between them), and, to the maximum extent permitted by LawLaws, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations against any such Nonparty Affiliates (other than any liability of another Contracting Partyany Financing Source to Buyer, the Partnership or any of their Affiliates pursuant to or in connection with any agreement by or between them). Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)Laws, (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementAffiliate, 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 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 AgreementAgreement (other than any liability of any Financing Source to Buyer, the Partnership or any of their Affiliates pursuant to or in connection with any agreement by or between them).

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

Non-Recourse. Except for (i) claims based on Fraud, (ii) to the extent otherwise set forth in the other Transaction DocumentsConfidentiality Agreement, or (iii) claims under any document, instrument or certificate expressly referenced under this Agreement and/or entered into in connection with this Agreement and the transactions contemplated hereby and thereby to the extent in accordance with the terms of such Agreement (clauses (i) through (iii) of this paragraph, together, the “Recourse Exceptions”), all claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any Contracting Party, or any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”)) nor any Financing Source, shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, breach or breach termination (other than as set forth in the other Transaction DocumentsConfidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby knowingly and irrevocably waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations against any such Nonparty Affiliates and Financing Sources; provided that the foregoing shall not limit liability of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 for any reliance upon any 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 AgreementRecourse Exception.

Non-Recourse. (a) Except for the liabilities and obligations of the parties to the extent otherwise set forth in Confidentiality Agreement, the Voting Agreement, the Equity Commitment Letter, the Limited Guarantee and the other Transaction DocumentsDocuments under any of the foregoing Contracts to which they are expressly identified as parties, all claims, obligations, Liabilities, liabilities or causes of action Legal Actions (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this AgreementAgreement or the Transactions, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of any of the foregoing (collectively, the “Nonparty AffiliatesNon-Recourse Party”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of actionLegal Actions, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the Transactions or based on, in respect of, or by reason of this Agreement or its the Transactions or the negotiation, execution, performance, or breach of this Agreement (other than as set forth than, in each case, the liabilities and obligations of the parties to the Confidentiality Agreement, the Voting Agreement, the Equity Commitment Letter, the Limited Guarantee and the other Transaction DocumentsDocuments under any of the foregoing Contracts to which they are expressly identified as parties), and, to the maximum extent permitted by Law, each Contracting Party Party, on behalf of itself and its Affiliates, hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, Legal Actions and obligations against any such Nonparty Affiliates of another Contracting Non-Recourse Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than Law, except as set forth provided in the Confidentiality Agreement, the Voting Agreement, the Equity Commitment Letter, the Limited Guarantee and the other Transaction Documents), (ai) each Contracting Party hereby waives and releases any and all rights, claims, demands, demands or causes of action Legal Actions 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 impute or extend the liability of a Contracting Party on to any other Contracting Non-Recourse Party’s Nonparty Affiliate in respect of this Agreement, whether granted by based on statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (bii) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates Non-Recourse Party 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 herein to the contrary this Section 8.15 shall not apply with respect to actual, knowing, and intentional fraud with respect to the making of the express representations and warranties set forth in ARTICLES III and IV of this Agreement.

Non-Recourse. Without limiting the rights of the Company under and to the extent provided under Section 9.5, this Agreement may only be enforced against the entities that are expressly named as parties hereto (and the Guarantor in accordance with the Guaranty and any other Person named a party to any other agreement entered into in connection with the Merger) with respect to this Agreement, the Commitment Letters or the Guaranty or the transactions contemplated hereby and thereby. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble a named party to this Agreement (and the “Contracting Parties”Guarantor in accordance with the Guaranty and any other Person named a party to any other agreement entered into in connection with the Merger) (and then only to the extent of the specific obligations undertaken by such named party herein or therein, and not otherwise). No Person who is not a Contracting Party, including any currentno past, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, advisor or assignee of any Contracting Party, representative or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Affiliate of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of actionany one or more of Company, obligationsParent or Merger Sub under this Agreement (whether for indemnification or otherwise) or of or for any Action based on, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based onthe Merger; provided, in respect ofhowever, or by reason of this Agreement or its negotiationthat, execution, performance, or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting notwithstanding the foregoing, to nothing in this Section 9.15 shall in any way limit or modify the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (a) each Contracting Party hereby waives rights and releases any and all rights, claims, demands, or causes obligations 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 other Contracting Party’s Nonparty Affiliates with respect to the performance of Parent under this Agreement or any representation or warranty made inPerson’s obligations to Parent and, in connection withfollowing the consummation of the Closing, or as an inducement to this Agreementthe Company and its Subsidiaries, under the Commitment Letters.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract Contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate related in any manner to this Agreement, the Related Documents or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), Related Claims may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement hereto or thereto (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or assignee of representative of, and any Contracting Partyfinancial advisor or lender to, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Non-Party Affiliates”), shall have any Liability liability (whether in contract Contract or in tort, in law Law or in equity, or granted by statutestatute or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or the Related Documents or based on, in respect of, or by reason of this Agreement or its the Related Documents or their negotiation, execution, performance, execution performance or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting PartyNon-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)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 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementNon-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Non-Party Affiliates with respect to the performance of this Agreement or the Related Documents or any representation or warranty made in, in connection with, or as an inducement to this AgreementAgreement or the Related Documents. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 11.10.

Non-Recourse. Except to This Agreement and the extent otherwise set forth in the other Transaction DocumentsDocuments may only be enforced against, all claims, obligations, Liabilities, and any claim or causes cause of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, arising out of or by reason of, be connected with, or relate in any manner related to this AgreementAgreement or any Transaction Document, or the negotiation, execution, execution or performance of this Agreement or any Transaction Document, or the Transactions (including any representation or warranty made in, in connection with, or as an inducement toto this Agreement or any Transaction Document) may only be brought against, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified named as parties in Parties (or their successors or permitted assigns) and then only with respect to the preamble specific obligations set forth herein with respect to such named Party. Except to the extent a named party to this Agreement (and then only to the “Contracting Parties”extent of the specific obligations undertaken by such named party in this Agreement or any Transaction Documents and not otherwise). No Person who is not a Contracting Party, including any currentno past, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Representative of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee Affiliate of any of the foregoing (collectively, the “Nonparty Affiliates”excluding Purchaser and Seller or their successors or permitted assigns), shall have any Liability (whether in contract or in contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone or more of the representations, causes of actionwarranties, obligationscovenants, agreements or other obligations or Liabilities of any Party under this Agreement or the Transaction Documents (whether for indemnification or otherwise) or of or for any claim based on, arising under, out of, in connection with, of or related in any manner to this Agreement or based on, in respect ofthe Transaction Documents, or by reason of this Agreement or its the negotiation, execution, performance, execution or breach (other than as set forth in the other Transaction Documents), 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 of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or the Transaction Documents, or the Transactions (including any representation or warranty made in, in connection with, or as an inducement to this AgreementAgreement or any Transaction Documents). Notwithstanding the foregoing, nothing contained in this Section 9.13 shall limit or restrict any claim or remedy based on or arising out of Fraud.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsThis Agreement may only be enforced against, all claimsand any claim, obligationsobligation, Liabilities, liability or causes cause of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise arising under, out or by reason of, be connected with, or relate related in any manner to this Agreement, Agreement or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), transactions contemplated hereby may only be made by brought against the parties hereto only against (and such representations and warranties are those solely of) the Persons entities that are expressly identified named as parties hereto in the preamble to this Agreement, and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the “Contracting Parties”extent of the specific obligations undertaken by such named party in this Agreement). No Person who is not a Contracting Party, including any current(a) no past, former present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, stockholder, Affiliate, affiliated (or assignee of any Contracting Partycommonly advised) fund, agent, lender, attorney, advisor or representative, or any currentof their respective assignees or successors, former of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, stockholder, Affiliate, affiliated (or assignee commonly advised) fund, agent, attorney, lender, advisor or representative, or any of their respective assignees or successors, of any of the foregoing (collectively, the “Nonparty AffiliatesNon-Recourse Parties”), ) shall have any Liability liability (whether in contract or in contract, tort, in law or in law, equity, or granted by statutestatute or otherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of actionany one or more of the Company, obligationsSPAC, Pubco or Liabilities Merger Sub under this Agreement of or for any claim or cause of action based on, in respect of, arising under, out or by reason of, in connection be connected with, or related in any manner to this Agreement Agreement, any Ancillary Agreements or based on, in respect of, the transactions contemplated hereby or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to thereby. To the maximum extent permitted by applicable Law, each Contracting Party of the entities expressly named as parties hereto, on behalf of itself and its controlled Affiliates, hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Non-Recourse Party. Without limiting the foregoing, Notwithstanding anything to the maximum extent permitted by Law (other than as set forth contrary contained herein, nothing in this Section 11.14 shall limit any of the other Transaction Documents), (a) each Contracting Party hereby waives and releases any and all rights, claims, demandsrights of the parties to the Ancillary Agreements to enforce, or causes to bring any claim or cause of action that may otherwise be available at law based upon, arising out of or in equityrelated to, or granted by statute, to avoid or disregard the entity form of a Contracting any Ancillary Agreement against Non-Recourse Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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 extent such Non-Recourse Party is a party to this such Ancillary Agreement.

Non-Recourse. Except to Notwithstanding anything that may be expressed or implied in this Agreement, or any document, certificate or instrument delivered in connection herewith or otherwise (together, the extent otherwise set forth in the other “Transaction Documents”), each of the Company, Parent and Stockholder acknowledges and agrees, on behalf of itself and its respective Related Persons (as defined below), that all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) Proceedings that may be based upon, in respect of, arise under, out or of, by reason of, be connected with, or relate in any manner to (a) this AgreementAgreement or any Transaction Document or the Transactions, or (b) the negotiation, execution, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreementany of the foregoing documents), (c) any breach or violation of this Agreement or any other Transaction Document or (d) the failure of the Transactions to be consummated, in each case may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified Parties or as parties to any Transaction Document, as applicable. In furtherance and not in limitation of the preamble foregoing, each of the Company, Parent and Stockholder acknowledges and agrees, on behalf of itself and its respective Related Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions shall be sought or had against any such other Person not a party to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any currentTransaction Document, former or future directoras applicable, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), and no such other Person shall have any Liability liabilities (whether in contract or in tort, in law or in equityequity or otherwise, or granted by statutestatute or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) for of any claims, causes of action, obligations, or Liabilities nature whatsoever arising under, out of, in connection with, with or related in any manner to this Agreement the items in the preceding clauses (a) through (d), it being expressly agreed and acknowledged that no liabilities whatsoever shall attach to, be imposed on or based onotherwise be incurred by any direct or indirect, in respect ofpast, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source, Affiliate, agent or other representative of Parent, the Company or Stockholder or any of their respective Affiliates (collectively, with such Person’s assignees, successors and assigns, the “Related Persons”), through the Company, Parent, Stockholder or their respective Subsidiaries or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of any Party, as applicable, by the enforcement of any assessment or by reason of this Agreement any legal or its negotiationequitable actions, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiessuits, claims, causes investigations or proceedings, by virtue of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalizationLaw, or otherwise; . The Parties acknowledge and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to agree that the performance Related Persons are intended third-party beneficiaries of this Section 5.16. Nothing in this Agreement precludes the Parties or any Related Persons from exercising any rights under the Transaction Agreement or any representation other agreement to which they are specifically a party or warranty made inan express third-party beneficiary thereof, and nothing in connection with, this Agreement shall limit the liability or as an inducement obligations of any Related Person under any other agreement to this Agreementwhich they are specifically a party.

Non-Recourse. (a) Except to the extent otherwise set forth in the other Transaction DocumentsConfidentiality Agreement, all claimsActions, obligations, Liabilities, or liabilities and causes of action (whether in contract or in tort, in law or in equity, equity or granted by statute) that may be based upon, be in respect of, arise under, out or by reason of, be connected with, with or relate in any manner to this AgreementAgreement or any other Transaction Document, or the negotiation, execution, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, this Agreement or as an inducement to, this Agreementany other Transaction Document), may be made by the parties hereto against only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties hereto in the preamble Preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employeefounder, incorporator, member, partner, manager, stockholdershareholder, Affiliate, Joint Venture, Representative or assignee of any Contracting Party, or any current, former or future director, officer, employeefounder, incorporator, member, partner, manager, stockholdershareholder, Affiliate, Joint Venture, Representative or assignee of any of the foregoing (collectivelyeach, the a “Nonparty AffiliatesAffiliate”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, Actions, liabilities or causes of action, obligations, or Liabilities action arising under, out or by reason of, in connection with, or related in any manner to this Agreement or any other Transaction Document or based on, in respect of, or by reason of this Agreement or any other Transaction Document or its negotiation, execution, performance, performance or breach (other than as set forth in the other Transaction DocumentsConfidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, action and obligations against any such Nonparty Affiliates. (b) Seller (on behalf of itself and the Acquired Companies and its and their respective Affiliates of another Contracting Party. Without limiting the foregoingand Representatives, to the maximum extent permitted by Law members, managers, stockholders, funds, general or limited partners and controlling Persons thereof) (other than as set forth in the other Transaction Documents), (ai) each Contracting Party hereby waives and releases any and all rightsclaims or rights against any third party debt financing sources relating to or arising out of this Agreement or the transactions contemplated hereby, claims, demands, or causes of action that may otherwise be available whether at law or in equityequity and whether in tort, or granted by statute, to avoid or disregard the entity form of a Contracting Party contract or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 (bii) each Contracting Party disclaims hereby agrees to cause any reliance upon Action asserted against any other Contracting Party’s Nonparty third party debt financing sources by or on behalf of Seller, the Acquired Companies or any of their respective Affiliates or any Representative, member, manager, stockholder, fund, general or limited partner and controlling Person thereof in connection with respect this Agreement and the transactions contemplated hereby to be dismissed or otherwise terminated. In furtherance and not in limitation of the performance foregoing waivers and agreements, it is acknowledged and agreed that no third party debt financing source shall have any liability for any claims or damages to Seller, the Acquired Companies or any of their respective Affiliates or any Representative, member, manager, stockholder, fund, general or limited partner and controlling Person thereof in connection with this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Section 10.15(b) shall in any way limit or modify the rights of (x) Purchaser or its Affiliates under this Agreement or the obligations of any representation third party debt financing sources owing to Purchaser or warranty made in, in connection with, its Affiliates or as an inducement to (y) Seller or its Affiliates under this AgreementAgreement against Purchaser or its Affiliates. [The remainder of this page is intentionally left blank.]

Non-Recourse. Except to the extent otherwise as expressly set forth in the other Transaction Documentsthis Agreement or any documents contemplated hereby, all claims, obligations, Liabilities, Liabilities or causes of action Proceedings (whether in contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)and the transactions contemplated hereby, may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement or the documents contemplated hereby (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholderequityholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any Contracting Party, or any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholderequityholder, Affiliate, agent, attorney, representative assignee of, and any financial advisor or assignee of lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall will have any Liability (whether in contract or in tort, in law Law or in equity, or granted by statute) for any claims, causes of action, obligations, Proceedings or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as set forth in of this Agreement and the other Transaction Documents)transactions contemplated hereby, 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 against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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 AgreementAffiliates.

Non-Recourse. Subject in all respects to the last sentence of this Section 12.14, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent otherwise set forth a Party (and then only to the extent of the specific obligations undertaken by such Party in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, advisor or assignee Representative or Affiliate of any Contracting PartyParty and (b) no past, or any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, advisor or assignee Representative or Affiliate of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of actionany one or more of the Company, obligationsAcquiror, First Merger Sub or Liabilities Second Merger Sub under this Agreement of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based onthe Transactions, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law, and each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, actions and obligations liabilities against any such Nonparty Affiliates of another Contracting Partynon-recourse Person related thereto. Without limiting Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or waive any rights or obligations of any party to the maximum extent permitted by Law (other than as set forth in the any other Transaction Documents)Agreement for any claim based on, (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted or by statute reason of such 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 any 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 Agreementobligations.

Non-Recourse. Except to Without limiting any of the extent otherwise set forth in the other Transaction Documentsterms of Section 11.13, all claims, obligations, Liabilities, Actions or causes of action (whether in contract Contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons entities that are expressly identified as parties hereto in the preamble to this Agreement or, if applicable, their successors and assigns (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, consultant, attorney, accountants or assignee of representative of, and any financial advisor or lender to, or other financing source of, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or assignee of representative of, and any financial advisor or lender to, or other financing source of, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract Contract or in tort, in law or in equity, or granted by statute) for any claims, obligations, Liabilities, Actions or causes of action, obligations, or Liabilities action arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its their negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such claims, obligations, Liabilities, claims, Actions and causes of action, and obligations action against any such Nonparty Affiliates. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person or entity not a party to this Agreement (it being expressly agreed that the Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise whom this Section 11.14 applies shall 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect third-party beneficiaries of this Agreement, 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 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 AgreementSection 11.14).

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all All claims, obligations, Liabilities, liabilities or causes of action (whether in contract or in tort, in law or in equity, equity or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement)) and the transactions contemplated hereby, may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties or otherwise having obligations with respect to this Agreement in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, managerstockholder, stockholderequityholder, Affiliate, Representative or assignee of of, and any financial advisor or lender to, any Contracting Party, or any currentpast, former present or future director, officer, employee, incorporator, member, partner, managerstockholder, stockholderequityholder, Affiliate, Representative or assignee of of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in of this Agreement and the other Transaction Documents)transactions contemplated hereby, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, action and obligations against any such Nonparty Affiliates of another Contracting PartyAffiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as Law, except to the extent otherwise set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this either Confidentiality Agreement, 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 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. For the avoidance of doubt, the Buyer Guarantor and the Seller Guarantor are Contracting Parties and not Nonparty Affiliates and shall therefore be liable under the terms of the Buyer Guaranty or Seller Guaranty, as applicable, in accordance with its terms.

Non-Recourse. Except to the extent otherwise as set forth in the other Transaction DocumentsEquity Commitment Letters and the Limited Guarantee, all claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this the Transaction Agreements or the Merger Agreement, or the negotiation, execution, or performance of this Agreement the Transaction Agreements (including any representation or warranty made in, in connection with, or as an inducement to, this the Transaction Agreements) or the Merger Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons entities that are expressly identified as parties in the preamble to this Agreement, the Merger Agreement or the other Transaction Agreements, as applicable (the “Contracting Parties”). No Other than pursuant to the Equity Commitment Letters and the Limited Guarantee, no Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or assignee of representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or assignee of representative of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this the Transaction Agreements or the Merger Agreement or based on, in respect of, or by reason of this the Transaction Agreements or the Merger Agreement or its their negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Lawlaw, other than in connection with the Equity Commitment Letters and the Limited Guarantee, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting PartyAffiliates. Without limiting the foregoing, Notwithstanding anything to the maximum extent permitted by Law contrary in this Agreement (other than as set forth in but without limiting (x) the other Transaction Documentsobligations of the Lenders to the Buyer and its Affiliates under the Debt Commitment Letters and (y) the rights of the Buyer and its Affiliates under the Debt Commitment Letters), (a) each Contracting Party hereby waives and releases none of the Debt Financing Sources shall have any and all rightsliability to Seller, claimsany of its Affiliates or any of its or their Representatives relating to, demands, or causes arising out 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of connection with this Agreement, the Debt Financing, the transactions contemplated hereby or thereby or otherwise, whether granted by statute at Law, or based on theories of equity, agencyin contract, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, in tort or otherwise; , and (b) none of the Seller, any of its Affiliates or any of its or their Representatives shall have any rights or claims of any kind or description, whether in law, equity, contract, tort or otherwise, against any Debt Financing Source, in each Contracting Party disclaims case arising out of, relating to or in connection with this Agreement, any reliance upon any other Contracting Party’s Nonparty Affiliates Debt Commitment Letter or the definitive agreements with respect to thereto or the performance of this Agreement transactions contemplated hereby or any representation or warranty made in, in connection with, or as an inducement to this Agreementthereby.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsThis Agreement may only be enforced against, 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 and any Claim based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, or in connection with, or related in any manner to this Agreement or the transactions contemplated hereby may only be brought against the entities that are expressly named as Parties in the preamble of this Agreement (collectively, the “Contracting Parties”) and then only with respect to the specific obligations set forth herein with respect to such Contracting Party. No Person that is not a Contracting Party, including any past, present or future Representative, Affiliate, employee, incorporator, manager, member, partner or stockholder of any Contracting Party or any Affiliate of any of the foregoing (each, a “Nonparty Affiliate”), shall have any liability (whether in contract, tort, at law or in equity, or granted by statute or otherwise) for any Claim arising under, out of, or in connection with, or related in any manner to this Agreement or the transactions contemplated hereby, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, performance or breach (other than as set forth in the other Transaction Documents), and, to breach. To the maximum extent permitted by applicable Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (a) each Contracting Party hereby waives and releases all such Claims against any such Nonparty Affiliates, (b) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action Claims 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementAffiliate, 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 (bc) each Contracting Party disclaims any reliance upon any 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 the foregoing, nothing herein shall limit any rights that Beyond6 has under the express terms of the Limited Guaranty or the Equity Commitment Letter.

Non-Recourse. Except (a) Notwithstanding anything that may be expressed or implied in this Agreement to the extent otherwise set forth contrary (and subject only to the specific contractual provisions hereof including this Section 9.8), each of the Buyer Parties hereby acknowledge, covenant and agree (on behalf of itself, its Affiliates, and any Person claiming by through or on behalf of such Buyer Party or its Affiliates) that, except in the other Transaction Documentscase of Fraud, all claims, obligations, Liabilities, or causes of action or proceedings (in each case whether in contract or in tort, in law at Law or in equity, and whether sounding in contract, tort, statute or granted by statuteotherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, performance, or performance breach (whether willful, intentional, unintentional or otherwise) of this Agreement (including by the Company, any of its Subsidiaries, the Seller Representative, or any of their respective Affiliates, including, without limitation, any representation or warranty made or alleged to be made in, in connection with, or as an inducement to, this Agreement)Agreement (each of such above-described legal, equitable or other theories or sources of Liability, a “Recourse Theory”) may be made by the parties hereto or asserted only against (and such representations and warranties are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)Company. No Person who is not a Contracting Partyother than the Company (including, including without limitation, (i) any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholderdirect or indirect equityholder, management company, Affiliate, or assignee of any Contracting Partyagent, attorney, or representative of, and any currentfinancial advisor to (all above-described Persons in this subclause (i), former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the each a “Nonparty AffiliatesRelated Party”), and (ii) any Related Party of such Related Parties (the Persons in subclauses (i) and (ii), collectively, “Non-Parties”)) shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, obligation in respect ofof any Recourse Theory; provided, that the Parties agree and acknowledge that no claims for Fraud may be waived or by reason have been waived hereunder. (b) Without limiting the generality of this Agreement or its negotiationthe foregoing, execution, performance, or breach (other than as set forth except in the other Transaction Documents), andcase of claims for Fraud, to the maximum extent explicitly permitted by Lawor otherwise conceivable under applicable Law (and subject only to the specific contractual provisions of this Agreement), each Contracting Party hereby waives and releases all such LiabilitiesBuyer Party, claims, causes on behalf of actionitself, and obligations against its Affiliates, and any such Nonparty Affiliates Person claiming by, through, or on behalf of another Contracting Party. Without limiting the foregoingany of them, to the maximum extent permitted by Law hereby (other than as set forth in the other Transaction Documents)i) waives, (a) each Contracting Party hereby waives releases and releases disclaims any and all rightsRecourse Theories against all Non-Parties, 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 (bii) each Contracting Party expressly disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates Non-Parties with respect to the performance of this Agreement or any representation representations or warranty made (or alleged to have been made) in, in connection with, or as an inducement to this Agreement. (c) Notwithstanding anything to contrary in this Agreement, including Section 9.2 and Section 9.8, no Securityholder shall be liable for Fraud committed by another Person in an amount in excess of the net proceeds actually received by such Securityholder in connection with the transactions contemplated by this Agreement.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action All Legal Proceedings (whether in contract Contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofexpressly limited to) the Persons entities that are expressly identified as parties hereto in the preamble to this Agreement or, if applicable, their successors and assigns (the “Contracting Parties”). No Person who is not either a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, consultant, attorney, accountant, investment banker, financial advisor or assignee of other representative of, and any lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, consultant, attorney, accountant, investment banker, financial advisor or assignee of other representative of, and any lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract Contract or in tort, in law Law or in equity, or granted by statute) for any claims, causes of actionLegal Proceedings, obligations, or other Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its their negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases releases, or shall waive and release, all such LiabilitiesLegal Proceedings, claims, causes of action, obligations and obligations other Liabilities against any such Nonparty Affiliates. It is expressly agreed that the Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise whom this Section 11.13 applies shall 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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect third-party beneficiaries of this Agreement, 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 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 AgreementSection 11.13.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all All claims, obligations, Liabilities, or causes of action action, obligations or liabilities (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this AgreementAgreement or Contemplated Transaction, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties Seller and Buyer in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, subsidiary, parent company, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of any of the foregoing (collectively, the “Nonparty AffiliatesNon-Recourse Party”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the Contemplated Transaction or based on, in respect of, or by reason of this Agreement or its the Contemplated Transaction or the negotiation, execution, performance, or breach of this Agreement (other than as set forth in the other Transaction Documentsthis Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, obligations and obligations liabilities against any such Nonparty Affiliates of another Contracting Non-Recourse Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as Law, except to the extent otherwise set forth in the other Transaction Documents)this Agreement, (ai) 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 impute or extend the liability of a Contracting Party on to any other Contracting Non-Recourse Party’s Nonparty Affiliate in respect of this Agreement, whether granted by based on statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (bi) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates Non-Recourse Party 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.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All claims or causes of action (whether in contract or in tort, in law or in equity, by statute or granted by statuteotherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to this AgreementAgreement or the other Transaction Documents, or the negotiation, execution, execution or 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 AgreementAgreement or the other Transaction Documents), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”)hereto and thereto. No Absent fraud or willful misconduct, no Person who is not a Contracting Partynamed party to this Agreement or the other Transaction Documents, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, managerstockholder, stockholderequityholder, controlling person, Affiliate, agent, attorney or assignee representative of any Contracting Party, named party to this Agreement or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing other Transaction Documents (collectively, the “Nonparty Non-Party Affiliates”), ) shall have any Liability liability (whether in contract or in tort, in law or in equity, by statute or granted otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates, including by statuteor through theories of equity, agency, control, instrumentality, single business enterprise, piercing the veil or undercapitalization) for any claims, causes of action, obligations, obligations or Liabilities liabilities arising under, out of, in connection with, with or related in any manner to this Agreement or the other Transaction Documents (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to Documents (as the maximum extent permitted by Law, case may be) or the negotiation or execution hereof or thereof; and each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, claims and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (a) each Contracting Non-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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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 AgreementAffiliates.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction DocumentsConfidentiality Agreements, all claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor, Debt Financing Source or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor, Debt Financing Source or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction DocumentsConfidentiality Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting PartyAffiliates. Without limiting the foregoing, to the maximum extent permitted by Law (other than as Law, except to the extent otherwise set forth in the other Transaction Documents)Confidentiality Agreements, (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this AgreementAffiliate, 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 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.

Non-Recourse. Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, All Claims or causes of action Proceedings (whether in contract or in tort, in law equity or in equityat Law, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, preparation, execution, delivery, performance or performance breach of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto brought only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in Seller and Parent, on one hand, or Buyers, on the preamble to this Agreement other hand (the each, a “Contracting PartiesRecourse Party”). No Person who is not a Contracting Recourse Party, including any currentpast, former present or future directordirect or indirect equity holder, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, Affiliate (other than Subsidiaries of such Recourse Party) or assignee Representative of any Contracting such Recourse Party, such equity holder or any currentsuch Affiliate (each, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the a “Nonparty AffiliatesNon-Recourse Party”), shall have any Liability or other obligation (whether in contract or in tort, in law equity or in equityat Law, or granted by statute) for any claims, causes of action, obligations, Claim or Liabilities Proceeding arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, preparation, execution, delivery, performance, or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by applicable Law, each Contracting Party Buyer, on behalf of itself and its Affiliates, and Seller, on behalf of Seller and its Affiliates (including Parent), hereby waives waive and releases release all such Liabilities, claims, causes of action, Claims and obligations Proceedings against any such Nonparty Affiliates of another Contracting Non-Recourse Party. Without limiting the generality of the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents)applicable Law, (a) each Contracting Party Buyer, on behalf of itself and its Affiliates, and Seller, on behalf of Seller and its Affiliates (including Parent), hereby waives waive and releases release any and all rights, claims, demands, Claims or causes of action Proceedings that may otherwise be available brought in equity or at law or in equityLaw, or granted by statute, to avoid or disregard the entity form of a Contracting Recourse Party or otherwise impose Liability or other obligation of a Contracting any Recourse Party on any other Contracting Non-Recourse Party’s Nonparty Affiliate in respect of this Agreement, 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 Buyer, on behalf of itself and its Affiliates, and Seller, on behalf of Seller and its Affiliates (including Parent), disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates Non-Recourse Party 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.

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth in the other Transaction Documentscontrary contained herein, all claimsthis Agreement may only be enforced against, obligations, Liabilities, and any claims or causes of action based upon, arising out of or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be made against, the Parties (and the Company Group with respect to Section 7.19). Other than the Parties, no past, present or future incorporator, member, stockholder, partner, Affiliate or Representative of Seller or Purchaser, or any of their respective Affiliates or Representatives (collectively, the “Non-Contract Persons”), shall have any liability or obligation for any Liabilities (whether in contract or in tort, in law or in equity, or granted by statute) that may be based uponof Seller or Purchaser, in respect ofas applicable, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the Ancillary Agreements or based on, in respect of, or by reason of this Agreement or its the Ancillary Agreements or their negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), breach; and, to the maximum extent permitted by Lawlaw, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations against any such Nonparty other Non-Contract Person; provided, that, for the avoidance of doubt, in no event shall the foregoing be deemed to limit the liability or obligation of any Non-Contract Person under any Ancillary Agreement to which such Non-Contract Person is a party or any other Surviving Arrangement to which such Non-Contract Person is a party. In no event will Seller, its Affiliates and each of another Contracting their (and their respective Affiliates’) stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from any Debt Financing Source Related Party. Without limiting , or seek to enforce the foregoingcommitments against, to make any claims for breach of the maximum extent permitted by Law (other than as set forth commitments contained in the other Transaction Documents), (a) each Contracting Party hereby waives and releases any and all rights, claims, demandsDebt Commitment Letter against, or causes seek to recover monetary damages from, or otherwise bring any claim, cause of action that may otherwise be available at action, action, cross-claim or third-party claim of any kind or description whether in law or in equity, whether in tort, contract or granted by statuteotherwise, against, any Debt Financing Source Related Party for any reason, in each case to avoid the extent based upon, arising out of or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of related to this Agreement, the Debt Commitment Letter, the definitive documentation for the Debt Financing, the Debt Financing or the transactions contemplated hereby or thereby. Seller, its Affiliates and each of their (and their respective Affiliates’) stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives hereby waives any and all claims and causes of action, whether granted by statute in law or based on theories of equity, agencywhether in tort, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, contract or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to , against the performance Debt Financing Source Related Parties that may be based upon, arise out of this Agreement or any representation or warranty made in, in connection with, or as an inducement relate to this Agreement, the Debt Commitment Letter, the definitive documentation for the Debt Financing, the Debt Financing or the transactions contemplated hereby or thereby; provided, that nothing in this Section 10.10 will limit Purchaser’s rights against the Debt Financing Sources under the Debt Commitment Letter and the definitive documentation for the Debt Financing. No Debt Financing Source Related Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature.

Non-Recourse. (a) Any claim or cause of action based upon, arising out of, or related to this Agreement, any Guaranty or any Equity Commitment Letter may only be brought against the entities that are expressly named as parties hereto or thereto and then only with respect to the specific obligations of such party and subject to the terms, conditions and limitations set forth herein or therein. Except to the extent otherwise set forth in a named Party to this Agreement (and then only to the other Transaction Documents, all claims, obligations, Liabilitiesextent of the specific warranties, or causes of action other obligations undertaken by such named Party in this Agreement and not otherwise) and except as provided in any Guaranty (and then only to the extent with respect to the Equity Investors party to such Guaranty and to the extent provided therein) or any Equity Commitment Letter (and then only to the extent with respect to the Equity Investors party to such Equity Commitment Letter and only to the extent provided therein), no Parent Related Party shall have any liability (whether in contract or in contract, tort, equity, strict liability or otherwise) for any one or more of the warranties, covenants, agreements or other obligations or liabilities of any one or more of the Parent or Merger Sub under this Agreement (whether for indemnification or otherwise) of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. It is further understood that any certificate or certification contemplated by this Agreement and executed by an officer of a Party will be deemed to have been delivered only in such officer’s capacity as an officer of such Party (and not in his or her individual capacity) and will not entitle any Party to assert a claim against such officer in his or her individual capacity. (b) Subject to Section 13.20(c), each of the Seller Representative and the Company (on behalf of themselves, their respective Affiliates, and any Person claiming by, through or on behalf of the Seller Representative, the Company or their respective Affiliates, including the Sellers) covenants and agrees that it shall not institute, and shall cause its Representatives and Affiliates not to bring, make or institute any action, claim, proceeding (whether based in Contract, tort, fraud, strict liability, other Laws or otherwise, at law or in equity) arising under or in connection with this Agreement, any Guaranty, any Equity Commitment Letter or granted by statuteany of the transactions contemplated hereby or thereby against any of the Parent Related Parties and that none of the Parent Related Parties shall have any liability or obligations (whether based in Contract, tort, fraud, strict liability, other Laws or otherwise) that may be based uponto the Sellers, in respect ofthe Seller Representative, arise underthe Company, the Company’s Subsidiaries, any of their respective Representatives or Affiliates (Person claiming by, through or on behalf of the Seller Representative, the Company or their respective Affiliates) or any of their respective successors, heirs or representatives thereof arising out of or by reason of, be connected with, or relate in any manner relating to this Agreement, any Guaranty, any Equity Commitment Letter or any of the transactions contemplated hereby or thereby, other than in each case, Parent and Merger Sub to the extent provided herein and subject to the limitations set forth herein or the negotiationEquity Investors under their respective Guaranty, execution, to the extent provided therein and subject to the limitations therein. (c) Nothing in this Section 13.20 shall prejudice the availability or right of any Party to request specific performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement tobut subject to the limitations set forth in, this Agreement)Section 13.16. (d) Notwithstanding anything to the contrary contained herein, may be made by the parties hereto only against (Seller Representative, on behalf of itself and such representations the Seller Related Parties, and warranties are those solely of) the Persons Company on behalf of itself and its Subsidiaries hereby irrevocably and unconditionally acknowledges and agrees that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is may not a Contracting Party, including be enforced against any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, Debt Financing Source or any current, former Debt Financing Representative and no Debt Financing Source or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), Debt Financing Representative shall have any Liability liability under this Agreement or for any claim or Proceeding (whether in tort, contract or in tort, in law or in equity, or granted by statuteotherwise) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiationof, executionthe transactions contemplated hereby, performanceincluding any dispute related to, or breach arising from, the Debt Financing, the Debt Commitment Letter, any of the agreements entered into in connection therewith or the performance thereof (other than as set forth in the other Transaction Documents)provided that, 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 of another Contracting Party. Without limiting notwithstanding the foregoing, to nothing herein shall affect the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (a) each Contracting Party hereby waives and releases rights of Parent or its Affiliates against any and all rights, claims, demands, Debt Financing Source or causes of action that may otherwise be available at law any Debt Financing Representative under any debt commitment letter or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 other Contracting Party’s Nonparty Affiliates agreement with respect to the performance Debt Financing or any of the transactions contemplated thereby or the any services thereunder). For the avoidance of doubt, none of the Seller Representative, Sellers or any of their respective Affiliates will have any rights or claims, whether at law of equity, in contract, in tort or otherwise, and will not seek any rights or claims, against any Debt Financing Source or Debt Financing Representative arising under or in connection with this Agreement or any representation of the transactions contemplated hereby or warranty made inthereby; provided, in connection withfor the avoidance of doubt, or as an inducement the foregoing shall not limit any right of the Company following the Effective Time under any definitive agreements with respect to this Agreementthe Debt Financing.

Non-Recourse. Subject in all respects to the last sentence, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent otherwise set forth a Party (and then only to the extent of the specific obligations undertaken by such Party in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely ofa) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, advisor or assignee Representative or Affiliate of any Contracting PartyParty and (b) no past, or any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, advisor or assignee Representative or Affiliate of any of the foregoing (collectively, the “Nonparty Affiliates”)foregoing, shall have any Liability liability (whether in contract or in contract, tort, in law equity or in equity, or granted by statuteotherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of actionany one or more of the Company, obligationsAcquiror, First Merger Sub or Liabilities Second Merger Sub under this Agreement or any other Transaction Agreement of or for any claim based on, arising under, out of, in connection with, or related in any manner to this Agreement or based onthe Transactions, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law, and each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, actions and obligations against any such Nonparty Affiliates of another Contracting Partyliabilities related thereto. Without limiting Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or waive any rights or obligations of any party to the maximum extent permitted by Law (other than as set forth in the other any Transaction Documents)Agreement for any claim based on, (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted or by statute reason of such 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 any 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 Agreementobligations.

Non-Recourse. Except Notwithstanding anything to the extent otherwise set forth contrary in the other Transaction Documentsthis Agreement, all claims, obligations, Liabilitiesliabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) (other than as expressly set forth in any confidentiality agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) Emerson, EMR Holdings, the Persons that are expressly identified as parties in the preamble to this Agreement Partnership or Issuer (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (collectively, in each case excluding the “Nonparty Affiliates”Contracting Parties), shall have any Liability liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or non-performance, or breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilitiesliabilities, claims, causes of action, and obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (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 a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, 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 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 AgreementPersons.