Sponsor), (iii) any equityholders of Parent or (iv) any PIPE Investors or other persons serving as PIPE investors in companies invested in by any Subscriber or any of the persons described in the foregoing clause (ii) (in each case of clauses (i)-(iv) immediately foregoing, solely to the extent the funds to satisfy the Subscribers obligations under this Agreement are paid to Parent on or before the Closing); provided, however, that any such assignment shall not relieve the Subscriber of its obligations under this Agreement; provided, further, that such assignment does not in any material respect increase conditionality, reduce or impair the rights of Parent under this Agreement or impede or delay the consummation of the Merger. This Agreement may not be amended, modified or terminated except by an instrument in writing signed by Parent, the Subscriber, and the Company and otherwise in accordance with Section 6.19 of the Merger Agreement. This Agreement may not be waived except by an instrument in writing signed by the party against whom enforcement of waiver is sought.
11. Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, successors and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns. Except to the extent set forth in Sections 12(a) and 12(b), this Agreement does not confer any rights or remedies upon any person or entity other than the parties hereto and their heirs, successors and permitted assigns,.
12. Limited Recourse; Enforcement.
(a) Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, without limiting Parents obligations hereunder or in connection with the transactions contemplated hereby, Parent, by its acceptance of the benefits of the Subscriptions provided herein, covenants, agrees and acknowledges that no Person other than the Subscriber and its permitted successors and assigns shall have any obligation hereunder or in connection with the transactions contemplated hereby and that, notwithstanding that the Subscriber or any of its permitted assigns may be a partnership, limited liability company or limited company, it has no rights of recovery against and no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against any Non-Recourse Party (other than the Subscriber and its permitted assigns), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party (other than the Subscriber or its permitted assigns, subject to the terms and conditions of this Agreement) for any obligations of the Subscriber or any of their respective successors or permitted assigns under this Agreement or any documents or instrument delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation. The Non-Recourse Parties are hereby made third party beneficiaries of this Section 12(a) and may rely on and enforce the provisions of this Section 12(b). As used herein, the term Non-Recourse Parties means, collectively, the Subscriber and any and all former, current or future direct or indirect equityholders, controlling persons, directors, officers, employees, agents, members, managers, management companies, general or limited partners, assignees or Affiliates of the Subscriber and any and all former, current or future direct or indirect equityholders, controlling persons, directors, officers, employees, agents, members, managers, management companies, general or limited partners, assignees or Affiliates of any of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, in each case other than Parent and its Subsidiaries.