Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself and its Subsidiaries and its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: (a) agrees that any suit, action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt Financing Source Related Party, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentation) entered into with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County of New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding to the exclusive jurisdiction of such court; (b) agrees that any such suit, action or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any Company Party to bring or support any suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering), any Debt Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the County of New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court;
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement, Merger Agreement
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Company, on behalf of itself and itself, its Subsidiaries and its Affiliates, and each of their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) controlled Affiliates hereby: (a) agrees that any suit, action or proceedingActions, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any the Debt Financing Source Sources Related PartyParties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationapplicable commitment letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal Federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party Party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding Actions to the exclusive jurisdiction of such court; (b) agrees that any such suit, action or proceeding Actions shall be governed by and construed in accordance with the laws Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any Company Party of its controlled Affiliates to bring or support any suit, action or proceeding Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Sources Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any Debt Letter or any definitive documentation commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal Federal or state court in the County Borough of Manhattan, New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Action in any such court;; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Actions brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any Subsidiaries of the Company or any of their respective controlled Affiliates or Representatives (in each case, other than the Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the
Appears in 3 contracts
Samples: Merger Agreement (Kimball International Inc), Merger Agreement (Kimball International Inc), Merger Agreement (Hni Corp)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Company, on behalf of itself and itself, its Subsidiaries and each of its controlled Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: (a) agrees that any suit, action or proceedinglegal action, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartyParties, arising out of or relating to to, this Agreement, Agreement or the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentation) entered into with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereby, shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such suit, legal action or proceeding to the exclusive jurisdiction of such court; , (b) agrees that any such suit, legal action or proceeding described in clause (a) above shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter or other applicable definitive document agreement relating to the Debt Financing; , (c) agrees not knowingly, intentionally and voluntarily waives to bring or support or permit the fullest extent permitted by applicable law trial by jury in any Company Party to bring or support any suit, such legal action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, brought against any Debt the Financing Source Related Party Parties in any way arising out of or relating to to, this Agreement, Agreement or the Debt Financing (including any Take-Out or Exchange Offering), any Debt Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby, (d) agrees that none of the Financing Parties shall have any liability to the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives, and hereby waives any and all claims and causes of action (whether in contract or in tort, law or equity) that the Company or any of its Subsidiaries or controlled Affiliates may have against the Financing Parties, in each case, relating to or arising out of this Agreement or the Financing (subject to the last sentence of this Section 8.16), and (e) agrees that the Financing Parties are express third-party beneficiaries of, and may enforce, any of the provisions of this Section 8.16 and that this Section 8.16 may not be amended, waived or otherwise modified in a manner materially adverse to the Financing Parties without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.16 shall in any way limit or modify the rights and obligations of Parent under this Agreement or any Financing Party’s obligations to Parent under the Commitment Letter or the rights of the Company and its Subsidiaries against the Financing Parties with respect to the Financing or any of the transactions contemplated thereby or the performance of any services thereunder in any forum other than any federal or state court in following the County of New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court;Closing Date.
Appears in 2 contracts
Samples: Merger Agreement (National Instruments Corp), Merger Agreement (Emerson Electric Co)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself and its Subsidiaries and its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: (a) agrees that any suit, action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt Financing Source Related Party, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentation) entered into with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County of New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding to the exclusive jurisdiction of such court; (b) agrees that any such suit, action or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any Company Party to bring or support any suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering), any Debt Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the County of New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court;; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any suit, action or proceeding brought against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering), any Debt Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Source Related Parties will have any liability to any of the Company Parties relating to or arising out of this Agreement, the Debt Financing (including any Take-Out or Exchange Offering), any Debt Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (g) agrees that (and each other party hereto agrees that) the Debt Financing Source Related Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 9.15, and such provisions and the definition of “Debt Financing Source” and “Debt Financing Source Related Parties” shall not be amended in any way adverse to any Debt Financing Source Related Party without the prior written consent of each of the Debt Financing Sources. Notwithstanding the foregoing, nothing in this Section 9.15 shall in any way limit or modify the rights and obligations of the Parent and Merger Sub under this Agreement or any Debt Financing Source Related Party’s obligations, if any, to Parent and Merger Sub (solely to the extent Merger Sub is party thereto) and, from and after the Effective Time, the Surviving Corporation and its Subsidiaries (solely to the extent the Surviving Corporation or such Subsidiary is a party thereto) under the Debt Letters, the Debt Financing or any of the agreements entered into in connection with the Debt Financing.
Appears in 2 contracts
Samples: Merger Agreement (Albertsons Companies, Inc.), Merger Agreement (Kroger Co)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Seller on behalf of itself and each of its Subsidiaries and its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: (a) (i) agrees that any suit, action or proceedingProceedings, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartyParties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationapplicable commitment letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal Federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto (ii) irrevocably submits itself and its property with respect to any such suit, action or proceeding Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such suit, action or proceeding Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any Company Party of its controlled affiliates to bring or support any suit, action or proceeding Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any Debt Letter or any definitive documentation commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal Federal or state court in the County Borough of Manhattan, New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Proceedings in any such court;; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceedings brought against the Financing Parties in any way arising out of or relating to this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that neither Seller nor any of its Subsidiaries nor any of their respective affiliates or Representatives (in each case, other than Purchaser and its Subsidiaries) shall have any rights or claims against any Financing Party in connection with this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby; (g) agrees that none of the Financing Parties will have any liability to Seller, its Subsidiaries or any of their respective affiliates or Representatives (in each case, other than Purchaser and its Subsidiaries) relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (h) agrees that (and each other Party hereto agrees that) the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.12, and such provisions and the definition of “Financing Parties” shall not be amended in any way materially adverse to the Financing Parties without the prior written consent of the Financing Entities party to the Debt Commitment Letter.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Broadcom Inc.), Asset Purchase Agreement (Symantec Corp)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contraryThe Company, each of the Company on behalf of itself and its itself, the Company Subsidiaries and each of its controlled Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: (a) agrees that any suit, action or proceedinglegal action, whether in law Law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartyParties, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationCommitment Letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof thereof, and each party hereto irrevocably submits itself and its property with respect to any such suit, legal action or proceeding to the exclusive jurisdiction of such court; , and agrees not to bring or support any such legal action against any Financing Party in any forum other than such courts, (b) agrees that any such suit, legal action or proceeding shall be governed by the laws Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws Laws of another state), except as expressly otherwise provided in any applicable Debt Letter or other applicable definitive document agreement relating to the Debt Financing; , (c) agrees not knowingly, intentionally and voluntarily waives to bring or support or permit the fullest extent permitted by applicable Law trial by jury in any Company Party to bring or support any suit, such legal action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, brought against any Debt the Financing Source Related Party Parties in any way arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any Take-Out or Exchange Offering), any Debt Letter the Commitment Letter) entered into in connection with the Financing or any definitive documentation of the transactions contemplated hereby or thereby or the performance of any services thereunder, (d) agrees that none of the Financing Parties shall have any liability to the Company, the Company Subsidiaries and each of their respective Affiliates relating thereto to or arising out of this Agreement, the Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (subject to the last sentence of this Section 9.13), and (e) agrees that the Financing Entities are express third party beneficiaries of, and may enforce, any of the provisions of this Section 9.13 and that this Section 9.13 may not be amended without the written consent of the Financing Entities. Notwithstanding the foregoing, nothing in this Section 9.13 shall in any forum other than way limit or modify the rights and obligations of Parent under this Agreement, or any federal or state court in Financing Party’s obligations to Parent under the County of New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court;Commitment Letter.
Appears in 2 contracts
Samples: Merger Agreement (Industrial Logistics Properties Trust), Merger Agreement (Monmouth Real Estate Investment Corp)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself and its itself, the Company Subsidiaries and each of its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) controlled affiliates hereby: (a) agrees that any suit, action or proceedingProceedings, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartyParties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationapplicable commitment letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal Federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party Party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such suit, action or proceeding Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any Company Party of its controlled affiliates to bring or support any suit, action or proceeding Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any Debt Letter or any definitive documentation commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal Federal or state court in the County Borough of Manhattan, New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Proceedings in any such court;; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceedings brought against the Financing Parties in any way arising out of or relating to this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that neither the Company nor any of the Company Subsidiaries nor any of their respective affiliates or Representatives (in each case, other than Parent, Merger Sub and their respective Subsidiaries) shall have any rights or claims against any Financing Party in connection with this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby; (g) agrees that none of the Financing Parties will have any liability to the Company or any of the Company Subsidiaries or any of their respective affiliates or Representatives (in each case, other than Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (h) agrees that (and each other Party hereto agrees that) the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.13, and such provisions and the definition of “Financing Parties” shall not be amended in any way materially adverse to the Financing Parties without the prior written consent of the Financing Entities.
Appears in 2 contracts
Samples: Merger Agreement, Agreement and Plan of Merger (Ca, Inc.)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself and its itself, the Company Subsidiaries and each of its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) controlled affiliates hereby: (a) agrees that any suit, action or proceedingProceedings, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt among the Company and the Financing Source Related Party, Parties and arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationapplicable commitment letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal Federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party Party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such suit, action or proceeding Proceeding shall be governed by the laws Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws Laws of another state), except as expressly otherwise provided in any applicable Debt Letter commitment letter or other applicable definitive document relating to the Debt FinancingFinancing and including with respect to (i) the interpretation of the definition of Company Material Adverse Effect and Parent Material Adverse Effect (and whether or not a Company Material Adverse Effect or a Parent Material Adverse Effect has occurred) and (ii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall, in each case, be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other state; (c) agrees not to bring or support or permit any Company Party of its controlled affiliates to bring or support any suit, action or proceeding Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any Debt Letter or any definitive documentation commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal Federal or state court in the County Borough of Manhattan, New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Proceedings in any such court;; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceedings brought against the Financing Parties in any way arising out of or relating to this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Company, any of the Company Subsidiaries or any of their respective affiliates or Representatives (in each case, other than Parent, Merger Sub and their respective Subsidiaries) shall have any rights or claims, and hereby waives any and all rights or claims, against any Financing Party relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (g) agrees that none of the Financing Parties will have any liability to the Company or any of the Company Subsidiaries or any of their respective affiliates or Representatives (in each case, other than Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (h) agrees that (and each other Party hereto agrees that) the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of Section 9.2(e) and this Section 10.13, and such provisions and the definition of “Financing Parties” shall not be amended in any way materially adverse to the Financing Parties without the prior written consent of the Financing Entities, but, in the case of clauses (f) and (g), solely to the extent of actions or omissions by or circumstances relating to such Financing Party in its capacity as a Financing Party, it being understood that nothing in this Section 10.13 shall excuse any Financing Party from liability in connection with actions or omissions by or circumstances relating to such Financing Party in any other capacity (including in its capacity as an existing creditor of the Company or any Company Subsidiary) not relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder. The provisions of this Section 10.13 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Sterling Check Corp.), Merger Agreement (First Advantage Corp)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself and itself, its Subsidiaries and each of its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) controlled affiliates hereby: (a) agrees that any suit, action or proceedingProceedings, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt Financing Source Related Partythe Lenders, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationapplicable commitment letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal Federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such suit, action or proceeding Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any Company Party of its controlled affiliates to bring or support any suit, action or proceeding Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party Lender in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any Debt Letter or any definitive documentation commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal Federal or state court in the County Borough of Manhattan, New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Proceedings in any such court;; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceedings brought against the Lenders in any way arising out of or relating to this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Lenders will have any liability to the Company or any of the Company Subsidiaries or any of their respective controlled affiliates (in each case, other than Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (g) agrees that (and each other party hereto agrees that) the Lenders are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 and such provisions and the definition of “Lenders” shall not be amended in any way materially adverse to the Lenders without the prior written consent of the Lenders.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Varian Medical Systems Inc)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself and its Subsidiaries and its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) herebyhereby agrees: (a) agrees that any suit, legal action or proceeding, whether in law or in equity, whether in contract or contract, in tort or otherwise, directly involving any Debt Person (other than Parent, Merger Sub or any Affiliate thereof) that is an agent, arranger, lender or underwriter of, or otherwise a third party counterparty of Parent or Merger Sub with respect to any actual or potential Financing Source Related Partyor any Affiliate of any such Person (collectively, with each of their respective Representatives acting as such, the “Financing Parties”), in each case, arising out of or relating to this Agreement, the Debt any Financing or any of the agreements (including any of the Debt Letters and any definitive documentation) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions transaction contemplated hereby or thereby or the performance of any services thereunder (any such suit, legal action or proceeding, a “Financing Party Action”) shall be subject to the exclusive jurisdiction of any federal or state court in the County of New York, New York, so long as such forum is and remains available, York and any appellate court thereof (and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding Financing Party Action to the exclusive jurisdiction of such court); (b) agrees that any such suit, action or proceeding Financing Party Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter or other applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support support, or permit any Company Party of its controlled Affiliates to bring or support support, any suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, Financing Party Action against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering), any Debt Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the County of New York, New York; (d) that it irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding any Financing Party Action in any such court;; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Financing Party Action brought against the Financing Parties; (f) that none of the Financing Parties will have any liability to the Company or to its respective Affiliates relating to or arising out of this Agreement, the Financing, any agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (it being understood that nothing in this clause (f) shall affect the obligations of Parent, Merger Sub and their Affiliates under this Agreement); and (g) that (and each other party hereto agrees that) the Financing Parties are express third party beneficiaries of, and may enforce, the provisions of this Section 8.17, and which provisions shall not be amended in a manner adverse to any Financing Party without its prior written consent. “Financing” means any debt financing obtained by Parent or Merger Sub (or any of its Affiliates on its behalf) for the purpose of financing the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Frontier Communications Parent, Inc.)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Seller on behalf of itself and itself, its Subsidiaries and each of its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) controlled Affiliates hereby: (a) agrees that any suit, action or proceedingProceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related Party, Parties arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationCommitment Letter or the Definitive Agreements) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof thereof, and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding Proceeding to the exclusive jurisdiction of such court; , (b) agrees that any such suit, Proceeding (including any claims or causes of action or proceeding giving rise thereto) shall be governed by by, and construed in accordance with, the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise expressly otherwise provided in any applicable the Debt Commitment Letter or other the applicable definitive document relating to the Debt Financing; Financing (including the applicable Definitive Agreement), (c) agrees not to bring or support or permit any Company Party of its controlled Affiliates to bring or support any suit, action or proceeding Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any the Debt Letter or any definitive documentation relating thereto Commitment Letter, the Definitive Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the County Borough of Manhattan, New York, New York; , (d) agrees that service of process upon Seller, its Subsidiaries or its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 11.6, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Proceeding in any such court;, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, brought against the Financing Parties in any way arising out of or relating to, this Agreement, the Debt Financing, any of the agreements (including the Debt Commitment Letter or the Definitive Agreements) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (g) agrees that none of the Financing Parties will have any liability to Seller or any of its Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, other than Purchaser or its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise. The parties hereto hereby agree that the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Section 11.16, and that such provisions and the definitions of “Financing Entities” and “Financing Parties” and this Section 11.16 shall not be amended, waived or otherwise modified, in each case, in any way adverse to the Financing Parties without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed) (and any such amendment, waiver or other modification without such prior written consent shall be null and void).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Aecom)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Party on behalf of itself and its Subsidiaries and its Affiliatesitself, and each of their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) Affiliates hereby: (a) agrees that any suit, action or proceedingProceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any the Debt Financing Source Related PartySources, arising out of or relating to to, this Agreement, Agreement or the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentation) entered into with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto Party irrevocably submits itself and its property with respect to any such suit, action or proceeding Proceeding to the exclusive jurisdiction of such court; (b) agrees that any such suit, action or proceeding Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter or other applicable definitive document agreement relating to the Debt FinancingFinancing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware); (c) agrees not knowingly, intentionally and voluntarily waives to bring or support or permit the fullest extent permitted by applicable law trial by jury in any Company Party to bring or support any suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, Proceeding brought against any the Debt Financing Source Related Party Sources in any way arising out of or relating to, this Agreement or the Debt Financing; (d) agrees that none of the Debt Financing Sources will have any liability to Seller or any of its Affiliates (for the avoidance of doubt, not including Purchaser and its Subsidiaries or their respective Affiliates) relating to or arising out of this AgreementAgreement or the Debt Financing (subject to the last sentence of this Section 9.17); and (e) agrees that, notwithstanding Section 9.5, the Debt Financing (including any Take-Out or Exchange Offering)Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 9.17, and that this Section 9.17 may not be amended in a manner materially adverse to the Debt Letter Financing Sources without the written consent of the Debt Financing Sources (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 9.17 shall in any definitive documentation relating thereto way limit or modify the rights and obligations of Purchaser under this Agreement, or any of the transactions contemplated hereby or thereby or Debt Financing Sources' obligations under the performance of any services thereunder in any forum other than any federal or state court in the County of New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court;Debt Commitment Letter
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Seller on behalf of itself and itself, its Subsidiaries and each of its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) controlled Affiliates hereby: (ai) agrees that any suit, action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartyParties, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationCommitment Letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto Party irrevocably submits itself and its property with respect to any such suit, action or proceeding to the exclusive jurisdiction of such court; , (bii) agrees that any such suit, action or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing; , (ciii) agrees not to bring or support or permit any Company Party of its controlled Affiliates to bring or support any suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any the Debt Commitment Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the County Borough of Manhattan, New York, New York; , (div) agrees that service of process upon Seller, its Subsidiaries or its controlled Affiliates in any such proceeding shall be effective if notice is given in accordance with Section 11(g), (v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court;, (vi) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against the Financing Parties in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vii) agrees that none of the Financing Parties will have any liability to Seller or any of its Subsidiaries or any of their respective controlled Affiliates or representatives (in each case, other than Buyer or its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (viii) agrees that the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 11(r), and that such provisions and the definition of “Financing Parties” shall not be amended in any way adverse to the Financing Parties without the prior written consent of the Financing Entities.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself and its Subsidiaries and its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: Subsidiaries:
(a) agrees that any suit, action or legal proceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any the Debt Financing Source Related PartyEntities, and arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentation) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby by this Agreement or thereby the agreements entered into in connection with the Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto Party irrevocably submits itself and its property with respect to any such suit, action or legal proceeding to the exclusive jurisdiction of such court; ;
(b) agrees that any such suit, action or legal proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter or other applicable definitive document relating to the Debt Financing; ;
(c) agrees not to bring or support or permit any Company Party of its Subsidiaries to bring or support any suit, action or legal proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party Entity in any way arising out of or relating to to, this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any Debt Letter or any definitive documentation document relating thereto to the Financing or any of the transactions contemplated hereby or thereby by this Agreement or the performance of any services thereunder under any document relating to the Financing in any forum other than any federal or state court in the County Borough of Manhattan, New York, New York; ;
(d) agrees that service of process upon the Company or its Subsidiaries in any such legal proceeding shall be effective if notice is given in accordance with Section 12.1;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or legal proceeding in any such court;
(f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any legal proceeding brought against the Debt Financing Entity in any way arising out of or relating to this Agreement, the Financing, any document relating to the Financing or any of the transactions contemplated by this Agreement or any document relating to the Financing or the performance of any services under any document relating to the Financing;
(g) agrees that (i) the Seller, the Designated Shareholders and their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or equity holders shall not have any rights or claims against any Debt Financing Entity in any way arising out of or relating to, this Agreement, the Debt Financing, any document relating to the Debt Financing or any of the transactions contemplated by this Agreement or the performance of any services under any document relating to the Debt Financing, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise and (ii) no Debt Financing Entity shall have any liability (whether in contract, in tort or otherwise) to the Seller, the Designated Shareholders or any of their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or equity holders for any obligations or liabilities of any party hereto in any way arising out of or relating to, this Agreement, the Debt Financing, any document relating to the Debt Financing or any of the transactions contemplated by this Agreement or the performance of any services under any document relating to the Debt Financing, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise;
(h) agrees that the Debt Financing Entities are express third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 12.16, and such provisions and the definitions of “Debt Financing Entities” and “Debt Financing Sources” shall not be amended in any way adverse to the Debt Financing Entities without the prior written consent of the Debt Financing Sources;
(i) this Section 12.16 shall not be amended in any manner materially adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources; and
(j) without limiting the foregoing, no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Sellers on behalf of itself and its Subsidiaries and its Affiliates, themselves and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: Subsidiaries:
(a) agrees agree that any suit, action or proceedingProceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any the Debt Financing Source Related PartyEntities, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationCommitment Letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby by this Agreement or thereby the agreements entered into in connection with the Debt Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof thereof, and each party hereto Party irrevocably submits itself and its property with respect to any such suit, action or proceeding Proceeding to the exclusive jurisdiction of such court; ;
(b) agrees agree that any such suit, action or proceeding Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing; ;
(c) agrees agree not to bring or support or permit any Company Party of their Subsidiaries to bring or support any suit, action or proceeding Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party Entity in any way arising out of or relating to to, this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any the Debt Commitment Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby by this Agreement or thereby the Debt Commitment Letter or the performance of any services thereunder under the Debt Commitment Letter in any forum other than any federal or state court in the County Borough of Manhattan, New York, New York; ;
(d) agree that service of process upon Sellers or their Subsidiaries in any such Proceeding shall be effective if notice is given in accordance with Section 10.5;
(e) irrevocably waiveswaive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Proceeding in any such court;
(f) knowingly, intentionally and voluntarily waive to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Debt Financing Entity in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated by this Agreement or the Debt Commitment Letter or the performance of any services under the Debt Commitment Letter;
(g) agree that none of the Debt Financing Entities will have any liability to Sellers or any of their Subsidiaries or Representatives (in each case, other than Purchaser or its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated by this Agreement or the Debt Commitment Letter or the performance of any services under the Debt Commitment Letter, whether in law or in equity, whether in contract or in tort or otherwise; and
(h) agree that the Debt Financing Entities are express third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15, and such provisions and the definitions of “Debt Financing Entities” and “Debt Financing Sources” shall not be amended in any way adverse to the Debt Financing Entities without the prior written consent of the Debt Financing Sources.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself Parent, UK Seller and its Subsidiaries and its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives Transferred US Entity (collectively, the “Company Seller Parties”) herebyhereby agrees: (a) agrees that any suit, legal action or proceeding, whether in law or in equity, whether in contract or contract, in tort or otherwise, directly involving any Debt Person (other than Purchaser or any Affiliate thereof) that is an agent, arranger, lender or underwriter of, or otherwise a third party counterparty of the Purchaser with respect to, any actual or potential Financing Source Related Partyor any Affiliate of any such Person (collectively, with each of their respective Representatives acting as such, the “Financing Parties”), in each case, arising out of or relating to this Agreement, the Debt any Financing or any of the agreements (including any of the Debt Letters and any definitive documentation) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions transaction contemplated hereby or thereby or the performance of any services thereunder (any such suit, legal action or proceeding, a “Financing Party Action”) shall be subject to the exclusive jurisdiction of any federal or state court in the County of New York, New York, so long as such forum is and remains available, York and any appellate court thereof (and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding Financing Party Action to the exclusive jurisdiction of such court); (b) agrees that any such suit, action or proceeding Financing Party Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter or other applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support support, or permit any Company Party of its controlled Affiliates to bring or support support, any suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, Financing Party Action against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering), any Debt Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the County of New York, New York; (d) that it irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding any Financing Party Action in any such court;; (e) knowingly, intentionally
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of Parent and the Company Company, on behalf of itself and its Subsidiaries (other than, in the case of the Company, SpinCo and its Affiliates, Subsidiaries with respect to clauses (g) and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, h) below and/or to the “Company Parties”) hereby: extent otherwise provided in the Debt Commitment Letter):
(a) agrees that any suit, action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt Financing Source Related Partythe SpinCo Lender Parties, arising out of or relating to to, this Agreement, the Debt Financing, the Permanent Financing or any of the agreements (including any of the Debt Letters and any definitive documentationCommitment Letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering the Permanent Financing or any of the transactions contemplated hereby by this Agreement or thereby the agreements entered into in connection with the Financing or the Permanent Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding to the exclusive jurisdiction of such court; ;
(b) agrees that any such suit, action or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing; ;
(c) agrees not to bring or support or permit any Company Party to bring or support any suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related SpinCo Lender Party in any way arising out of or relating to to, this Agreement, the Financing, the Permanent Financing, the Debt Financing (including any Take-Out or Exchange Offering), any Debt Commitment Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby by this Agreement or thereby the Debt Commitment Letter or the performance of any services thereunder under the Debt Commitment Letter in any forum other than any federal or state court in the County Borough of Manhattan, New York, New York; ;
(d) agrees that service of process upon such persons in any such proceeding shall be effective if notice is given in accordance with Section 10.3;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court;
(f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against any SpinCo Lender Party in any way arising out of or relating to, this Agreement, the Financing, the Permanent Financing, the Debt Commitment Letter or any of the transactions contemplated by this Agreement or the Debt Commitment Letter or the performance of any services under the Debt Commitment Letter;
(g) agrees that none of the SpinCo Lender Parties will have any liability to it or any of its Subsidiaries or any of its respective Affiliates or Representatives (other than, following the Closing Date, Parent and SpinCo and their respective Subsidiaries in accordance with the terms of the Financing, the Permanent Financing or the Debt Commitment Letter) relating to or arising out of this Agreement, the Financing, the Permanent Financing, the Debt Commitment Letter or any of the transactions contemplated by this Agreement or the Debt Commitment Letter or the performance of any services under the Debt Commitment Letter, whether in law or in equity, whether in contract or in tort or otherwise;
(h) hereby waives any and all claims and causes of action against the SpinCo Lender Parties relating to or arising out of this Agreement, the Financing, the Permanent Financing, the Debt Commitment Letter or any of the transactions contemplated by this Agreement or the Debt Commitment Letter or the performance of any services under the Debt Commitment Letter, whether in law or in equity, whether in contract or in tort or otherwise; and
(i) agrees that the SpinCo Lender Parties are express third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.12, and such provisions and the definitions of “SpinCo Lenders” and “SpinCo Lender Parties” (and any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the foregoing) shall not be amended in any way adverse to the SpinCo Lender Parties without the prior written consent of the applicable SpinCo Lenders.
Appears in 1 contract
Samples: Merger Agreement (3m Co)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Seller on behalf of itself and each of its Subsidiaries and its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) controlled Affiliates hereby: (a) agrees that any suit, action or proceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any the Debt Financing Source Related PartySources, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationCommitment Letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto Party irrevocably submits itself and its property with respect to any such suit, action or proceeding Action to the exclusive jurisdiction of such court; , (b) agrees that any such suit, action or proceeding Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing; , (c) agrees not to bring or support or permit any Company Party of its controlled Affiliates to bring or support any suit, action or proceeding Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any the Debt Commitment Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the County Borough of Manhattan, New York, New York; , (d) agrees that service of process upon Seller or its controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with Section 10.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Action in any such court;, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Debt Financing Sources will have any liability to Seller or any of its Affiliates or Representatives (for the avoidance of doubt, not including Purchaser and its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (h) agrees that the Debt Financing Sources are express third-party beneficiaries of, and may enforce, any of the provisions of this Section 10.15, and that such provisions shall not be amended in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Seller on behalf of itself and each of its Subsidiaries and its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) controlled Affiliates hereby: (a) agrees that any suit, action or proceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartyEntities, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationCommitment Letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto Party irrevocably submits itself and its property with respect to any such suit, action or proceeding Action to the exclusive jurisdiction of such court; , (b) agrees that any such suit, action or proceeding Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing; , (c) agrees not to bring or support or permit any Company Party of its controlled Affiliates to bring or support any suit, action or proceeding Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any the Debt Commitment Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the County Borough of Manhattan, New York, New York; , (d) agrees that service of process upon Seller or its controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with Section 10.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Action in any such court;, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Action brought against the Financing Entities in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Entities will have any liability to Seller or any of its Affiliates or Representatives (for the avoidance of doubt, not including Purchaser and its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Purchaser against the Financing Parties with respect to the Debt Financing or any of the transactions contemplated hereby or any services thereunder following the Closing Date) and (h) agrees that the Financing Entities are express third-party beneficiaries of, and may enforce, any of the provisions of this Section 10.15, and that such provisions and the definitions of “Financing Parties” and “Financing Entities” (and any other provisions of this Agreement to the extent an amendment, supplement, waiver or other modification of such provisions would modify the substance of such Sections) shall not be amended in any way materially adverse to the Financing Parties without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself and its itself, the Company Subsidiaries and each of its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) controlled affiliates hereby: (a) agrees that any suit, action or proceedingProceedings, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartyParties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationapplicable commitment letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County of New York, New YorkTokyo District Court, so long as such forum is and remains available, and any appellate court thereof and each party hereto Party irrevocably submits itself and its property with respect to any such suit, action or proceeding Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such suit, action or proceeding Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state)Japan, except as expressly otherwise provided in any applicable Debt Letter commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any Company Party of its controlled affiliates to bring or support any suit, action or proceeding Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any Debt Letter or any definitive documentation commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the County of New York, New YorkTokyo District Court; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Proceedings in any such court;; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceedings brought against the Financing Parties in any way arising out of or relating to this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Financing Parties will have any liability to the Company or any of the Company Subsidiaries or any of their respective affiliates or Representatives (in each case, other than Guarantor, Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (g) agrees that (and each other Party agrees that) the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 9.13, and such provisions and the definition of “Financing Parties” shall not be amended in any way adverse to the Financing Parties without the prior written consent of the Financing Entities.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Sellers, on behalf of itself themselves and its Subsidiaries and its Affiliatesthe other Seller Parties, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: (a) agrees agree that any suit, action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartySources, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationapplicable commitment letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County of New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding to the exclusive jurisdiction of such court; (b) agrees agree that any such suit, action or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter credit agreement or other applicable definitive document relating to the Debt Financing; (c) agrees agree not to bring or support or permit any Company Party of its controlled Affiliates to bring or support any suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any Debt Letter or any definitive documentation credit agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the County of New York, New York; (d) irrevocably waiveswaive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court;; (e) knowingly, intentionally and voluntarily waive to the fullest extent permitted by applicable law trial by jury in any suit, action or proceeding brought against the Financing Sources in any way arising out of or relating to this Agreement, the Financing, any credit agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agree that none of the Financing Sources will have any liability to any of the Seller Parties relating to or arising out of this Agreement, the Financing, any credit agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (g) agree that (and each other party hereto agrees that) the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 11.4, and such provisions and the definitions of “Financing Sources”, “Debt Financing” and “Financing” shall not be amended in any way adverse to the “Financing Sources” without the prior written consent of the Financing Sources.
Appears in 1 contract
Samples: Asset Purchase Agreement (XPO, Inc.)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Seller on behalf of itself and its Subsidiaries and its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: Subsidiaries:
(a) agrees that any suit, action or proceedingProceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any the Debt Financing Source Related PartyEntities, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationCommitment Letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby by this Agreement or thereby the agreements entered into in connection with the Debt Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto Party irrevocably submits itself and its property with respect to any such suit, action or proceeding Proceeding to the exclusive jurisdiction of such court; ;
(b) agrees that any such suit, action or proceeding Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing; ;
(c) agrees not to bring or support or permit any Company Party of its Subsidiaries to bring or support any suit, action or proceeding Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party Entity in any way arising out of or relating to to, this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any the Debt Commitment Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby by this Agreement or thereby the Debt Commitment Letter or the performance of any services thereunder under the Debt Commitment Letter in any forum other than any federal or state court in the County Borough of Manhattan, New York, New York; ;
(d) agrees that service of process upon Seller or its Subsidiaries in any such Proceeding shall be effective if notice is given in accordance with Section 10.5;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Proceeding in any such court;
(f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Debt Financing Entity in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated by this Agreement or the Debt Commitment Letter or the performance of any services under the Debt Commitment Letter;
(g) agrees that none of the Debt Financing Entities will have any liability to Seller or any of its Subsidiaries or any of their respective Affiliates or Representatives (in each case, other than Purchaser or its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated by this Agreement or the Debt Commitment Letter or the performance of any services under the Debt Commitment Letter, whether in law or in equity, whether in contract or in tort or otherwise; and
(h) agrees that the Debt Financing Entities are express third-party beneficiaries of, and may enforce, (x) any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.4(d), and such provisions and the definitions of “Debt Financing Entities” and “Debt Financing Sources” and (y) Section 8.4(d) (and the definitions referenced therein), and that each such Section, provision and definition shall not be amended in any way adverse to any Debt Financing Entity without the prior written consent of the Debt Financing Sources.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (PERRIGO Co PLC)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Sellers, on behalf of itself themselves and its Subsidiaries and its Affiliates, the other Seller Parties and their respective directorsAffiliates, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: (a) agrees agree that any suit, action or proceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartySources, arising out of or relating to this Agreement, the Debt Commitment Agreement, the Credit Agreement, the Financing or any of the agreements (including any of the Debt Letters and any definitive documentationapplicable commitment letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding Action to the exclusive jurisdiction of such court; (b) agrees agree that any such suit, action or proceeding Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable commitment letter, the Debt Letter Commitment Agreement, the Credit Agreement or other applicable definitive document relating to the Debt Financing; (c) agrees agree not to bring or support or permit any Company Party of its controlled Affiliates to bring or support any suit, action or proceeding Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Commitment Agreement, the Credit Agreement, the Financing, any Debt Letter or any definitive documentation commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the County Borough of Manhattan, New York, New York; (d) irrevocably waiveswaive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Action in any such court;; (e) knowingly, intentionally and voluntarily waive to the fullest extent permitted by applicable law trial by jury in any Action brought against the Financing Sources in any way arising out of or relating to this Agreement, the Debt Commitment Agreement, the Credit Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agree that none of the Financing Sources will have any liability to any of the Seller Parties or their Affiliates relating to or arising out of this Agreement, the Debt Commitment Agreement, the Credit Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (g) agree that (and each other party hereto agrees that) the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 11.4, and such provisions and the definitions of “Financing Sources”, and “Financing” shall not be amended in any way adverse to the “Financing Sources”, and no other provision of this Agreement shall be amended in any way that has the effect of overriding or otherwise modifying this Section 11.4 in a manner that is adverse to the “Financing Sources”, in any such case, without the prior written consent of the Financing Sources. For the avoidance of doubt, this Section 11.4 shall have effect of superseding any provision of this Agreement to the contrary. [Signature pages follow.] * / 8 * 5 / & 4 4 U I 8F ) & 13 B& S0 U’ J F T I B W F U I F J S S F T Q F D U J W F E V M Z B V U I P 3 " . " 3 - " / % $ 0 3 1 0 3 # Z @ @ @ @ @ @ @ @ @ / B N F @ @ @ @ @ @ @ @ 5 J U M F @ @ @ @ @ @ 3 - $ " 3 3 * & 3 4 # Z @ @ @ @ @ @ @ @ @ / B N F @ @ @ @ @ @ @ @ 5 J U M F @ @ @ @ @ @ < * 4( / " 51" 6( 3& &" 4 45 1&06 35 $ ) " (" 34 & & >. & / 5 DocuSign Envelope ID: 385BCC3AaEs-5eF52E3-4-21C1D-098679E--9CCT44GDDA2D73o1Bc 1315-1 Filed 12/08/23 Page 67 of 90 By: _ Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer By: Name: Xxxxxxx Xxxxxxx Title: Manager By: _ Name: Xxxxxxx Xxxxxxx Title: Senior Vice President, Treasury By: _ Name: Xxxxxxx Xxxxxxx Title: Senior Vice President, Treasury By: _ Name: Xxxxxxx Xxxxxxx Title: Senior Vice President, Treasury By: _ Name: Xxxxxxx Xxxxxxx Title: Senior Vice President, Treasury DocuSign Envelope ID: 05CF3CACa7s-6e7928-347-B1A1-80669C9--EC89T6G744738DEoDc 1315-1 Filed 12/08/23 Page 68 of 90 By: _ Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer By: Name: Xxxxxxx Xxxxxxx Title: Manager By: _ Name: Xxxxxxx Xxxxxxx Title: Senior Vice President, Treasury By: _ Name: Xxxxxxx Xxxxxxx Title: Senior Vice President, Treasury By: _ Name: Xxxxxxx Xxxxxxx Title: Senior Vice President, Treasury By: _ Name: Xxxxxxx Xxxxxxx Title: Senior Vice President, Treasury THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) dated as ],”by and between [ ],”an [ ]”(the “Assignor”), and [ ],”a [ ]”(“Assignee”). Each capitalized term used, but not otherwise defined herein, shall have the meaning ascribed to such terms in the APA.
Appears in 1 contract
Samples: Asset Purchase Agreement
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself and its Subsidiaries and its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: Subsidiaries:
(a) agrees that any suit, action or proceedingClaim, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt Financing Source Related Partythe Lender Entities, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationCommitment Letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby by this Agreement or thereby the agreements entered into in connection with the Debt Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding Claim to the exclusive jurisdiction of such court; ;
(b) agrees that any such suit, action or proceeding Claim shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing; Definitive Agreement;
(c) agrees not to bring or support or permit any Company Party to bring or support any suit, action or proceeding Claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party Lender Entity in any way arising out of or relating to to, this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any the Debt Commitment Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby by this Agreement or thereby the Debt Commitment Letter or the performance of any services thereunder under the Debt Commitment Letter in any forum other than any federal or state court in the County Borough of Manhattan, New York, New York; ;
(d) agrees that service of process upon the Company or the Company Subsidiaries in any such Claim shall be effective if notice is given in accordance with Section 9.02;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Claim in any such court;
(f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Claim brought against any Lender Entity in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated by this Agreement or the Debt Commitment Letter or the performance of any services under the Debt Commitment Letter;
(g) agrees that none of the Lender Entities will have any liability to the Company or any of the Company Subsidiaries or any of their respective Affiliates or Representatives (in each case, other than Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated by this Agreement or the Debt Commitment Letter or the performance of any services under the Debt Commitment Letter, whether in law or in equity, whether in contract or in tort or otherwise; and
(h) agrees that the Lender Entities are express third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 9.13 and such provisions and the definitions of “Lender Entities” and “Lenders” shall not be amended in any way adverse to the Lenders without the prior written consent of the Lenders.
Appears in 1 contract
Samples: Merger Agreement (W R Grace & Co)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Seller, on behalf of itself and itself, its Subsidiaries and each of its controlled Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: (a) agrees that any suit, action or proceedinglegal action, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartyParties, arising out of or relating to to, this Agreement or the transactions contemplated by this Agreement, including the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentation) entered into with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder Financing, shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such suit, legal action or proceeding to the exclusive jurisdiction of such court; , (b) agrees that any such suit, legal action or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter or other applicable definitive document agreement relating to the Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Financing; Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware), (c) agrees not knowingly, intentionally and voluntarily waives to bring or support or permit the fullest extent permitted by applicable law trial by jury in any Company Party to bring or support any suit, such legal action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, brought against any Debt the Financing Source Related Party Parties in any way arising out of or relating to, this Agreement or the Financing, (d) agrees that none of the Financing Parties shall have any liability to any Seller Related Party relating to or arising out of this Agreement or the Financing (subject to the last sentence of this Section 11.16), and (e) agrees that the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 11.16 and that this Section 11.16 (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of this Section 11.16) may not be amended in a manner materially adverse to the Financing Parties without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). No Financing Entity shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature. Notwithstanding the foregoing, nothing in this Section 11.16 shall in any way limit or modify the rights and obligations of Purchaser, Bank Debt Merger Sub and Bond Debt Merger Sub under this Agreement, or any Financing Party’s obligations under the Debt Commitment Letter, or the rights of the Purchased Entity, Bank Debt Merger Sub or Bond Debt Merger Sub against the Financing Parties with respect to the Debt Financing (including any Take-Out or Exchange Offering), any Debt Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in following the County of New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court;Closing Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Fidelity National Information Services, Inc.)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Sellers, on behalf of itself themselves and its Subsidiaries and its Affiliatesthe other Seller Parties, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: (a) agrees agree that any suit, action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartySources, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationapplicable commitment letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County of New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding to the exclusive jurisdiction of such court; (b) agrees agree that any such suit, action or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees agree not to bring or support or permit any Company Party of its controlled Affiliates to bring or support any suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any Debt Letter or any definitive documentation commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the County of New York, New York; (d) irrevocably waiveswaive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court;; (e) knowingly, intentionally and voluntarily waive to the fullest extent permitted by applicable law trial by jury in any suit, action or proceeding brought against the Financing Sources in any way arising out of or relating to this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agree that none of the Financing Sources will have any liability to any of the Seller Parties relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (g) agree that (and each other party hereto agrees that) the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 11.4, and such provisions and the definitions of “Financing Sources”, “Debt Financing” and “Financing” shall not be amended in any way adverse to the “Financing Sources” without the prior written consent of the Financing Sources.]
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf Companies, the Seller and each of itself and its Subsidiaries and its Affiliatesthe Seller’s Shareholders (collectively, and with each of their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectivelyacting as such, the “Company Parties”) herebyhereby agrees: (a) agrees that any suit, action claim, legal action, arbitration, demand or proceeding, whether in law or in equity, whether in contract or in tort or otherwiseotherwise (each, an “Action”) directly involving any Debt agent, arranger, lender, underwriter or other counterparty with respect to any actual or potential Financing Source Related Partyor their respective Affiliates (collectively, with each of their respective representatives acting as such, the “Financing Parties”), arising out of or relating to this Agreement, the Debt any Financing or any of the agreements (including any of the Debt Letters and any definitive documentation) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions transaction contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County of New York, New York, so long as such forum is and remains available, York and any appellate court thereof (and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding Action to the exclusive jurisdiction of such court); (b) agrees that any such suit, action or proceeding Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter or other applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support or permit any Company Party of its controlled affiliates to bring or support any suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, Action against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any Debt Letter or any definitive documentation agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the County of New York, New York; (d) that it irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Action in any such court;; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Action brought against the Financing Parties arising out of or relating to this Agreement, the Financing, any agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) that none of the Financing Parties will have any liability to any of the Company Parties relating to or arising out of this Agreement, the Financing, any agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (g) that (and each other party hereto agrees that) the Financing Parties are express third party beneficiaries of, and may enforce, the provisions of this Section 10.14, and which provisions shall not be amended in a manner adverse to any Financing Party without its prior written consent.
Appears in 1 contract
Samples: Equity Purchase Agreement (Caseys General Stores Inc)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself and its Subsidiaries and its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) herebyhereby agrees: (a) agrees that any suit, legal action or proceeding, whether in law or in equity, whether in contract or contract, in tort or otherwise, directly involving any Debt Person (other than Parent, Merger Sub or any Affiliate thereof) that is an agent, arranger, lender or underwriter of, or otherwise a third party counterparty of Parent or Merger Sub with respect to any actual or potential Financing Source Related Partyor any Affiliate of any such Person (collectively, with each of their respective Representatives acting as such, the “Financing Parties”), in each case, arising out of or relating to this Agreement, the Debt any Financing or any of the agreements (including any of the Debt Letters and any definitive documentation) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions transaction contemplated hereby or thereby or the performance of any services thereunder (any such suit, legal action or proceeding, a “Financing Party Action”) shall be subject to the exclusive jurisdiction of any federal or state court in the County of New York, New York, so long as such forum is and remains available, York and any appellate court thereof (and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding Financing Party Action to the exclusive jurisdiction of such court); (b) agrees that any such suit, action or proceeding Financing Party Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter or other applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support support, or permit any Company Party of its controlled Affiliates to bring or support support, any suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, Financing Party Action against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering), any Debt Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the County of New York, New York; (d) that it irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding any Financing Party Action in any such court;; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Financing Party Action brought against the Financing Parties; (f) that none of the Financing Parties will have any liability to the Company or to its respective Affiliates relating to or arising out of this Agreement, the Financing, any agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (it being understood that nothing in this clause (f) shall affect the obligations of Parent, Merger Sub and their Affiliates under this Agreement); and (g) that (and each other party hereto agrees that) the Financing Parties are express third party beneficiaries of, and may enforce, the provisions of this Section 8.17, and which provisions shall not be amended in a manner adverse
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Seller, on behalf of itself and itself, its Subsidiaries and each of its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: (a) agrees that any suit, action or proceedinglegal action, whether in law Law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartyParties, arising out of or relating to to, this Agreement, Agreement or the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentation) entered into with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder Financing, shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such suit, legal action or proceeding to the exclusive jurisdiction of such court; , (b) agrees that any such suit, legal action or proceeding shall be governed by the laws Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws Laws of another state), except as expressly otherwise provided in any applicable Debt Letter or other applicable definitive document agreement relating to the Debt Financing; Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Law of the State of Delaware), (c) agrees not knowingly, intentionally and voluntarily waives to bring or support or permit the fullest extent permitted by applicable Law trial by jury in any Company Party to bring or support any suit, such legal action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, brought against any Debt the Financing Source Related Party Parties in any way arising out of or relating to, this Agreement or the Debt Financing, (d) agrees that none of the Financing Parties (solely to the extent of and in their respective capacities as such) shall have any Liability to Seller or any of its Subsidiaries or any of their respective Affiliates or Representatives relating to or arising out of this Agreement, Agreement or the Debt Financing (including any Take-Out or Exchange Offeringsubject to the last sentence of this Section 11.15), and (e) agrees that the Financing Parties (solely to the extent of and in their respective capacities as such) are express third-party beneficiaries of, and may enforce, any of the provisions of this Section 11.15 and Section 11.3 that this Section 11.15 and Section 11.3 may not be amended in a manner materially adverse to the Financing Parties (solely to the extent of and in their respective capacities as such) without the written consent of the Lenders (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 11.15 shall in any way limit or modify (i) the rights and obligations of Purchasers under this Agreement or any Financing Party’s obligations under the Debt Commitment Letter or any definitive documentation relating thereto the rights of Purchasers and their respective Subsidiaries (including, after the Closing, the Purchased Entities and their Subsidiaries) against the Financing Parties (solely to the extent of and in their respective capacities as such) with respect to the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (ii) the rights of Seller and its Subsidiaries against the Purchasers, the Equity Investors or the Guarantors or, in any forum capacity other than any federal or state court in the County of New York, New York; their respective capacities as Financing Parties (d) irrevocably waives, and solely to the fullest extent that it may effectively do soof their respective capacities as such), their respective Affiliates and their respective Representatives under this Agreement, the defense Equity Commitment Letter, the Limited Guaranty or the other Transaction Documents, in each case to, and solely against, the applicable Persons thereunder and in accordance with the terms of an inconvenient forum to the maintenance of this Agreement and such suit, action or proceeding in any such court;other agreement.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself and itself, its Subsidiaries and each of its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) controlled affiliates hereby: (a1) agrees that any suit, action or proceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartyParties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationapplicable commitment letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal Federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof thereof, and each party Party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding Action to the exclusive jurisdiction of such court; (b2) agrees that any such suit, action or proceeding Action shall be governed by by, and construed in accordance with, the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter commitment letter or other applicable definitive document relating to the Debt Financing; (c3) agrees not to bring or support or permit any Company Party of its controlled affiliates to bring or support any suit, action or proceeding Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any Debt Letter or any definitive documentation commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal Federal or state court in the County Borough of Manhattan, New York, New York; (d4) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Action in any such court;; (5) knowingly, intentionally and voluntarily waives, to the fullest extent permitted by applicable Law, trial by jury in any Action brought against the Financing Parties in any way arising out of or relating to this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (6) agrees that neither the Company nor any of its Subsidiaries nor any of their respective affiliates or Representatives shall have any rights or claims against any Financing Party relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (7) agrees that none of the Financing Parties will have any liability to the Company or any of its Subsidiaries or any of their respective affiliates or Representatives relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (8) agrees that (and each other Party hereto agrees that) the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.17, and such provisions and the definition of “Financing Parties” shall not be amended in any way adverse to the Financing Parties without the prior written consent of the Financing Entities. The provisions of this Section 8.17 shall survive any termination of this Agreement. [Remainder of page intentionally left blank. Signature pages follow.]
Appears in 1 contract
Samples: Arrangement Agreement (LKQ Corp)
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each Each of the Company on behalf of itself and its Subsidiaries and its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: parties hereto:
(a) agrees that any suit, action or proceedingProceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any the Debt Financing Source Related PartyEntities, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters Increase Joinder and any definitive documentationFirst Amendment) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby by this Agreement or thereby the agreements entered into in connection with the Debt Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding Proceeding to the exclusive jurisdiction of such court; ;
(b) agrees that any such suit, action or proceeding Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter the Increase Joinder and First Amendment or other applicable definitive document relating to the Debt Financing; ;
(c) agrees not to bring or support or permit any Company Party of its Subsidiaries to bring or support any suit, action or proceeding Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party Entity in any way arising out of or relating to to, this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any Debt Letter or any definitive documentation relating thereto the Increase Joinder and First Amendment or any of the transactions contemplated hereby by this Agreement or thereby the Increase Joinder and First Amendment or the performance of any services thereunder under the Increase Joinder and First Amendment in any forum other than any federal or state court in the County Borough of Manhattan, New York, New York; ;
(d) agrees that service of process upon the Sellers or their Subsidiaries in any such Proceeding shall be effective if notice is given in accordance with Section 15.15;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Proceeding in any such court;
(f) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY PROCEEDING BROUGHT AGAINST THE DEBT FINANCING ENTITY IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE DEBT FINANCING, THE INCREASE JOINDER AND FIRST AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE INCREASE JOINDER AND FIRST AMENDMENT OR THE PERFORMANCE OF ANY SERVICES UNDER THE INCREASE JOINDER AND FIRST AMENDMENT;
(g) agrees that none of the Debt Financing Entities will have any liability to the Sellers or any of their Subsidiaries or any of their respective Affiliates or Representatives relating to or arising out of this Agreement, the Debt Financing, the Increase Joinder and First Amendment or any of the transactions contemplated by this Agreement or the Increase Joinder and First Amendment or the performance of any services under the Increase Xxxxxxx and First Amendment, whether in law or in equity, whether in contract or in tort or otherwise; and
(h) agrees that the Debt Financing Entities are express third-party beneficiaries of, and may enforce, the provisions of this Section 15.18, and such provisions and the definitions of “Debt Financing Entities” and “Debt Financing Sources” shall not be amended in any way adverse to the Debt Financing Entities without the prior written consent of the Debt Financing Sources.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself and its itself, the Company Subsidiaries and each of its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) controlled affiliates hereby: (a) agrees that any suit, action or proceedingProceedings, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartyParties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationapplicable commitment letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal Federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party Party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such suit, action or proceeding Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any Company Party of its controlled affiliates to bring or support any suit, action or proceeding Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any Debt Letter or any definitive documentation commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal Federal or state court in the County Borough of Manhattan, New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Proceedings in any such court;; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceedings brought against the Financing Parties in any way arising out of or relating to this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Financing Parties will have any liability to the Company or any of the Company Subsidiaries or any of their respective affiliates or Representatives (in each case, other than Parent, Purchaser and their respective Subsidiaries) relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (g) agrees that (and each other Party hereto agrees that) the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.13, and such provisions and the definition of “Financing Parties” shall not be amended in any way adverse to the “Financing Parties” without the prior written consent of the Financing Entities. IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. XXXXXXXXXX.XXX, INC. By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President, Corporate Development and Salesforce Ventures MALBEC ACQUISITION CORP. By /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: President MULESOFT, INC. By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chairman and Chief Executive Officer For the purposes of this Agreement, the term:
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself and its itself, the Company Subsidiaries and each of its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) controlled affiliates hereby: (a) agrees that any suit, action or proceedingProceedings, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartyParties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationapplicable commitment letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal Federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party Party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such suit, action or proceeding Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any Company Party of its controlled affiliates to bring or support any suit, action or proceeding Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any Debt Letter or any definitive documentation commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal Federal or state court in the County Borough of Manhattan, New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Proceedings in any such court;; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceedings brought against the Financing Parties in any way arising out of or relating to this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that neither the Company nor any of the Company Subsidiaries nor any of their respective affiliates or Representatives (in each case, other than Parent, Merger Sub and their respective Subsidiaries) shall have any rights or claims against any Financing Party in connection with this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby; (g) agrees that none of the Financing Parties will have any liability to the Company or any of the Company Subsidiaries or any of their respective affiliates or Representatives (in each case, other than Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (h) agrees that (and each other Party hereto agrees that) the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.13, and such provisions and the definition of “Financing Parties” shall not be amended in any way materially adverse to the Financing Parties without the prior written consent of the Financing Entities, but, in the case of clauses (f) and (g), solely to the extent of actions or omissions by or circumstances relating to such Financing Party in its capacity as a Financing Party, it being understood that nothing in this Section 10.13 shall excuse any Financing Party from liability in connection with actions or omissions by or circumstances relating to such Financing Party in any other capacity, including in its capacity as a creditor of the Company or any Company Subsidiary.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company and SpinCo, on behalf of itself and its Subsidiaries Subsidiaries, and Merger Partner, on behalf of itself and its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: Subsidiaries:
(a) agrees that any suit, action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt Financing Source Related Partythe SpinCo Lender Parties, arising out of or relating to to, this Agreement, the Debt SpinCo Financing or any of the agreements (including any of the Debt Letters and any definitive documentation) entered into in connection with respect to the Debt SpinCo Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby by this Agreement or thereby the agreements entered into in connection with the SpinCo Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding to the exclusive jurisdiction of such court; ;
(b) agrees that any such suit, action or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt the SpinCo Commitment Letter or other applicable definitive document relating to the Debt SpinCo Financing; ;
(c) agrees not to bring or support or permit any Company Party to bring or support any suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related SpinCo Lender Party in any way arising out of or relating to to, this Agreement, the Debt SpinCo Financing (including any Take-Out or Exchange Offering), any Debt Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder by this Agreement in any forum other than any federal or state court in the County Borough of Manhattan, New York, New York; ;
(d) agrees that service of process upon the Company or its Subsidiaries or Merger Partner or its Subsidiaries, as the case may be, in any such proceeding shall be effective if notice is given in accordance with Section 10.3;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court;
(f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against any SpinCo Lender Party in any way arising out of or relating to, this Agreement, the SpinCo Financing or any of the transactions contemplated by this Agreement;
(g) agrees that none of the SpinCo Lender Parties will have any liability to the Company, Merger Partner or any of their respective Affiliates or Representatives relating to or arising out of this Agreement or any of the transactions contemplated by this Agreement or, in the case of the Company and its Affiliates and Representatives (other than SpinCo and its Subsidiaries), the SpinCo Financing, whether in law or in equity, whether in contract or in tort or otherwise; provided that the foregoing will not limit the rights of SpinCo, Merger Partner or their respective Subsidiaries under the SpinCo Commitment Letter or the SpinCo Financing Agreements or otherwise in respect of the SpinCo Financing or, for the avoidance of doubt, the Merger Partner Credit Agreements or any definitive documentation with respect to the Merger Partner Related Financing;
(h) solely in the case of the Company, on behalf of itself and its Subsidiaries (other than SpinCo and its Subsidiaries), agrees that neither the Company nor any of its Subsidiaries (other than SpinCo and its Subsidiaries) shall bring or support any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any SpinCo Lender Party in any way arising out of or relating to the SpinCo Commitment Letter or the SpinCo Financing Agreements or otherwise in respect of the SpinCo Financing; and
(i) agrees that the SpinCo Lender Parties are express third-party beneficiaries of, and may enforce, the agreements set forth in this Section 10.12, and the provisions of this Section 10.12 and the definitions of “SpinCo Lenders” and “SpinCo Lender Parties” shall not be amended in any way adverse to the SpinCo Lenders without the prior written consent of the SpinCo Lenders.
Appears in 1 contract
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Seller on behalf of itself and each of its Subsidiaries and its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) hereby: (a) (i) agrees that any suit, action or proceedingProceedings, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartyParties, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationapplicable commitment letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal Federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto (ii) irrevocably submits itself and its property with respect to any such suit, action or proceeding Proceedings to the exclusive jurisdiction of such court; (b) agrees that any such suit, action or proceeding Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter commitment letter or other applicable definitive document relating to the Debt Financing; (c) agrees not to bring or support or permit any Company Party of its controlled affiliates to bring or support any suit, action or proceeding Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way -106- arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any Debt Letter or any definitive documentation commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal Federal or state court in the County Borough of Manhattan, New York, New York; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Proceedings in any such court;; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceedings brought against the Financing Parties in any way arising out of or relating to this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that neither Seller nor any of its Subsidiaries nor any of their respective affiliates or Representatives (in each case, other than Purchaser and its Subsidiaries) shall have any rights or claims against any Financing Party in connection with this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby; (g) agrees that none of the Financing Parties will have any liability to Seller, its Subsidiaries or any of their respective affiliates or Representatives (in each case, other than Purchaser and its Subsidiaries) relating to or arising out of this Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (h) agrees that (and each other Party hereto agrees that) the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.12, and such provisions and the definition of “Financing Parties” shall not be amended in any way materially adverse to the Financing Parties without the prior written consent of the Financing Entities party to the Debt Commitment Letter. (Remainder of Page Intentionally Left Blank)
Appears in 1 contract
Samples: Asset Purchase Agreement
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company Seller on behalf of itself and each of its Subsidiaries and its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) controlled Affiliates hereby: (a) agrees that any suit, action or proceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, directly involving any Debt the Financing Source Related PartyEntities, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including any of the Debt Letters and any definitive documentationCommitment Letter) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the County Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto Party irrevocably submits itself and its property with respect to any such suit, action or proceeding Action to the exclusive jurisdiction of such court; , (b) agrees that any such suit, action or proceeding Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing; , (c) agrees not to bring or support or permit any Company Party of its controlled Affiliates to bring or support any suit, action or proceeding Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing (including any Take-Out or Exchange Offering)Financing, any the Debt Commitment Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the County Borough of Manhattan, New York, New York; , (d) agrees that service of process upon Seller or its controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with Section 10.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding Action in any such court;,
Appears in 1 contract
Samples: Asset Purchase Agreement
Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself and its Subsidiaries and its Affiliates, and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives (collectively, the “Company Parties”) herebyhereby agrees: (a) agrees that any suit, legal action or proceeding, whether in law or in equity, whether in contract or contract, in tort or otherwise, directly involving any Debt Person (other than Parent, Merger Sub or any Affiliate thereof) that is an agent, arranger, lender or underwriter of, or otherwise a third party counterparty of Parent or Merger Sub with respect to any actual or potential Financing Source Related Partyor any Affiliate of any such Person (collectively, with each of their respective Representatives acting as such, the “Financing Parties”), in each case, arising out of or relating to this Agreement, the Debt any Financing or any of the agreements (including any of the Debt Letters and any definitive documentation) entered into in connection with respect to the Debt Financing or any Take-Out or Exchange Offering or any of the transactions transaction contemplated hereby or thereby or the performance of any services thereunder (any such suit, legal action or proceeding, a “Financing Party Action”) shall be subject to the exclusive jurisdiction of any federal or state court in the County of New York, New York, so long as such forum is and remains available, York and any appellate court thereof (and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding Financing Party Action to the exclusive jurisdiction of such court); (b) agrees that any such suit, action or proceeding Financing Party Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as expressly otherwise provided in any applicable Debt Letter or other applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support support, or permit any Company Party of its controlled Affiliates to bring or support support, any suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, Financing Party Action against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing (including any Take-Out or Exchange Offering), any Debt Letter or any definitive documentation relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the County of New York, New York; (d) that it irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding any Financing Party Action in any such court;; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Financing Party Action brought against the Financing Parties; (f) that none of the Financing Parties will have any liability to the Company or to its respective Affiliates relating to or arising out of this Agreement, the Financing, any agreement relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (it being understood that nothing in this clause (f) shall affect the obligations of Parent, Merger Sub and their Affiliates under this Agreement); and (g) that (and each other party hereto agrees that) the Financing Parties are express third party beneficiaries of, and may enforce, the provisions of this Section 8.17, and which provisions shall not be amended in a manner adverse
Appears in 1 contract
Samples: Merger Agreement
