Common use of Sole Recourse Clause in Contracts

Sole Recourse. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith or otherwise, and notwithstanding the fact that Guarantor may be a partnership, by its acceptance of the benefits of this Limited Guarantee, Purchaser agrees that no Person other than Guarantor has any obligations hereunder, and no Person other than Purchaser or its respective successors or assigns has any right of recovery hereunder against, and no personal liability shall attach hereunder to, any Released Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Seller against Guarantor or any Released Person, by or through Purchaser or any of its Affiliates (including Purchaser Parent) against any Released Person, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Recourse against Guarantor shall be the sole and exclusive remedy of Purchaser and all of its Affiliates (including Purchaser Parent) with respect to this Limited Guarantee, and Purchaser hereby irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Affiliates not to institute, any proceeding or bring any claim arising under, or in connection with, the PSA against Guarantor or any Released Person (whether by or through attempted piercing of the entity veil or otherwise), other than claims of Purchaser (a) against Guarantor under this Limited Guarantee or (b) against Seller and its sucessors and assigns under the PSA, as applicable. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person other than Purchaser any rights or remedies against any Person, including Guarantor, except as expressly set forth herein. “Released Persons” means any former, current or future, direct or indirect, director, officer, partner, manager, member, employee, agent or Affiliate of Guarantor, Riverstone or any Riverstone Portfolio Company, any former, current or future, direct or indirect, holder of any equity interests or other securities of Guarantor, Riverstone or any Riverstone Portfolio Company (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future assignee of Guarantor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative, successor or assignee of any of the foregoing; provided that, notwithstanding anything to the contrary in this definition, “Released Persons” shall not include Guarantor.