Subsequent Closing in accordance with the terms and conditions of the Transaction Agreement; provided, in each case, that the Transaction Agreement has not been validly terminated pursuant to Section 9.01 thereof.
For the avoidance of doubt, the Investor shall not, under any circumstances, be obligated to provide Funding to the Buyer in an amount exceeding:
(X) $1,546,061,321, in respect of the Closing Commitment; or
(Y) $100,000,000, in respect of the Subsequent Closing Commitment.
3. Termination. This letter agreement, including, without limitation, the obligation of the Investor to fund the Commitments, will terminate automatically and immediately upon the earliest to occur of (i) with respect to the Closing Commitment, (a) the consummation of the Closing and payment of the Closing Commitment pursuant to and in accordance with the Transaction Agreement and (b) the valid termination of the Transaction Agreement in accordance with the terms of Section 9.01(a) of the Transaction Agreement and (ii) with respect to the Subsequent Closing Commitment, (a) the consummation of the Subsequent Closing and payment of the Subsequent Closing Commitment pursuant to and in accordance with the Transaction Agreement and (b) the valid termination of the Transaction Agreement in accordance with the terms of Section 9.01(b) of the Transaction Agreement. For the avoidance of doubt, any purported termination of the Transaction Agreement that is not, or is later determined not to have been, a valid termination shall not give rise to a termination of this letter agreement pursuant to this Section 3. Notwithstanding anything to the contrary in this Section 3, this Section 3 and Sections 4 through 10 hereof shall survive any such termination. Notwithstanding the foregoing, the Investor’s obligations under this letter agreement will terminate automatically and immediately upon the institution or assertion of any Proceeding (a “Claim”), by the Company or its controlled Affiliates against the Investor or any Investor Related Party arising under, or in connection with this letter agreement, the Limited Guarantee or the Transaction Agreement or any of the Transactions (a “Prohibited Claim”), other than a Claim by the Company or any Seller against (i) INEOS Industries Holdings Limited under the Confidentiality Agreement; (ii) the Investor or Buyer in accordance with the Transaction Agreement; and (iii) against the Investor or Buyer in accordance with the Limited Guarantee or this letter agreement (including Section 6 hereof) (the foregoing clauses (i),(ii) and (iii), the (“Non-Prohibited Claims”)).
4. No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement, no Person other than the Investor (and its assignees permitted by the terms of Section 5 below) shall have any liability for any obligations or liabilities hereunder and (a) no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any attorney or representative of the Investor, other than the Investor itself and other than the Buyer or its assignees under the Transaction Agreement (any such Person or entity, other than the Investor, its permitted assignees, the Buyer or any of its assignees under the Transaction Agreement, an “Investor Related Party”) or any of the Investor Related Parties’ attorneys or representatives (including, without limitation, in respect of any liabilities or obligations arising under, or in connection with, the Transaction Agreement and the transactions contemplated thereby or with respect to any legal, administrative, arbitral or other claim, action, suit, litigation, proceeding or governmental or regulatory investigations of any nature related hereto or thereto, including, without limitation, in the event that the Buyer breaches its obligations under the Transaction Agreement and including whether or not such breach is caused by the breach by the Investor of its obligations under this letter agreement) whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever shall attach to, be imposed on or otherwise incurred by any Investor Related Party or any of the Investor Related Parties’ attorneys or representatives under this letter agreement or any documents or instruments delivered in connection herewith or with the Transaction Agreement or for any claim based on, in respect of, or by reason of such obligations hereunder or by their creation. Subject to Section 6, nothing in this letter agreement, express or implied, is intended to or shall confer upon any Person, other than the Buyer, the Sellers (solely to the extent provided for in Section 6 of this letter agreement) and the Investor, any right, benefit or remedy of any nature whatsoever under or by reason of this letter agreement; provided, that the Investor Related Parties may enforce this Section 4.
5. Assignment. The obligations of the Investor hereunder to fund the Commitments may not be assigned (by operation of law, in a change of control transaction or otherwise) without the consent