7. Merger Agreement. The Investor acknowledges and agrees that neither Aggregator nor any of its officers, directors or affiliates will have any liability or obligation to the Investor with respect to this Agreement resulting from or arising out of any termination of the Merger Agreement or any failure to complete the Merger or any breach of the Merger Agreement by Aggregator or any other party thereto.
8. Restriction on Transfers; Appraisal Rights. The Investor hereby agrees, during the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms, not to, directly or indirectly, in whole or in part, (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of the Rollover Stock (any such action, a Transfer), or (ii) grant any proxies or powers of attorney with respect to the Rollover Stock, deposit any such Rollover Stock into a voting trust or enter into a voting agreement with respect to any such Rollover Stock, in each case with respect to any vote on the approval and adoption of the Merger Agreement. The Investor hereby irrevocably and unconditionally waives any and all rights that may arise with respect to the Merger or any of the transactions contemplated by the Merger Agreement to demand appraisal of any Rollover Stock (including, without limitation, under Section 262 of the DGCL) or any rights that the Investor may have to dissent from the Merger.
9. Confidentiality. Other than as required pursuant to applicable Law (including the rules of any applicable stock exchange), the Investor agrees, in connection with the execution of this Agreement, to not disclose the contents of, or make any public announcement regarding, this Agreement and the transactions contemplated hereby, without obtaining the prior written approval of the Aggregator.
10. Non-Recourse. All claims or causes of Litigation (whether in Contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto, and (a) no Person who is not a named party to this Agreement, including any Non-Party Affiliates, shall have any Liability (whether in Contract or in tort, in law or in equity, or based 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 obligations or Liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and (b) each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates.
11. Agreement to Cooperate; Further Assurances. Investor and Aggregator shall each use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby.
12. Bad Actor Event. The Investor will promptly notify Aggregator in writing if the Investor becomes subject to a Disqualifying Event at any time after the date hereof. In the event that the Investor becomes subject to a Disqualifying Event at any time after the date hereof, the Investor agrees and covenants to use such Investors commercially reasonable efforts to coordinate with Aggregator (i) to provide documentation as reasonably requested by Aggregator or its Subsidiaries related to any such Disqualifying Event and (ii) to implement a remedy to address the Investors changed circumstances such that the changed circumstances will not affect in any adverse respect Aggregators and its Affiliates ongoing and/or future reliance on the Rule 506 exemption under the Securities Act.
13. Notices. Any notice, request, instruction or other document or other communication to be given hereunder by a party hereto shall be in writing and shall be deemed to have been given (1) when received if given in person or by courier or a courier service (providing proof of delivery), (2) on the date of transmission if sent by email or facsimile by 5:00 p.m. New York City time on a Business Day or,