Common use of Debt Financing Provisions Clause in Contracts

Debt Financing Provisions. Notwithstanding anything in this Agreement to the contrary, Company on behalf of itself, its Subsidiaries and each of the Company Related Parties hereby: (a) agrees that any proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Debt Financing Parties or any of their respective affiliates, or any of their and their affiliates’ current or future officers, directors, employees, agents, representatives, stockholders, shareholders, general or limited partners, managers, members, controlling persons, attorneys, advisors or partners or any of their respective successor or assigns (in each case, excluding the Investors (in their capacities as such), Parent and Teton Merger Sub) (collectively all of the foregoing persons mentioned in this clause (a) that are not so excluded pursuant to the immediately preceding parenthetical phrase, the “Debt Financing Related Parties”), arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing 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 Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such proceeding to the exclusive jurisdiction of such court; (b) agrees that any such 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 otherwise provided in 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 Related Party to 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 Debt Financing Related Party 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 in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; (d) agrees that service of process upon any Company Related Party in any such proceeding shall be effective if notice is given in accordance with Section 9.7; (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 Debt Financing Related Party 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 Related Parties will have any liability to Company or any other Company Related Party (in each case, other than Parent and its Subsidiaries as expressly set forth in the Debt Commitment Letter) 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 Related Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 9.14 and Section 8.3(e), and that such provisions shall not be amended in any way adverse to the Debt Financing Related Parties without the prior written consent of the Debt Financing Entities.

Debt Financing Provisions. Notwithstanding anything in this Agreement to the contrary, Company on behalf of itself, its Subsidiaries and each of the Company Related Parties hereby: hereby (a) agrees that any proceeding, Proceeding of any kind or description whether in law or in equity, whether in contract or in tort or otherwise, involving any of against the Debt Financing Parties or any of their respective affiliates, or any of their and their affiliates’ current or future officers, directors, employees, agents, representatives, stockholders, shareholders, general or limited partners, managers, members, controlling persons, attorneys, advisors or partners or any of their respective successor or assigns (in each case, excluding the Investors (in their capacities as such), Parent and Teton Merger Sub) (collectively all of the foregoing persons mentioned in this clause (a) that are not so excluded pursuant to the immediately preceding parenthetical phrase, the “Debt Financing Lender Related Parties”), arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing 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 Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto Party irrevocably submits itself and its property with respect to any such legal action, suit or proceeding to the exclusive jurisdiction of such court; , (b) agrees that any such 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 of another state), except as otherwise provided in the Debt Commitment Letter or other applicable definitive document any agreement relating to the Debt Financing; , (c) agrees not that none of the Lender Related Parties will have any liability to Seller or its Affiliates relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, or any of the agreements entered into in connection with the Debt Financing, and that none of Seller or its Affiliates shall bring or supportsupport any Proceeding (including any action, cause of action, claim, cross-claim or permit any Company Related Party to bring or support, any proceeding third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any Debt Financing of the Lender Related Party Parties relating to or 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 in any forum other than any federal or state court in the Borough of ManhattanContemplated Transactions, New York, New York; (d) agrees that service of process upon any Company Related Party in any such proceeding shall be effective if notice is given in accordance with Section 9.7; (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such proceeding Proceeding in any such court; , (e) agrees that service of process upon such Party in any such Proceeding shall be effective if notice is given in accordance with this Agreement, (f) knowingly, intentionally and voluntarily waives waives, to the fullest extent permitted by applicable law Applicable Law, trial by jury in any proceeding such Proceeding brought against any Debt Financing the Lender Related Party in any way arising out of or relating toParties, 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; and (g) agrees that none of the Debt Financing Related Parties will have any liability to Company or any other Company Related Party (in each case, other than Parent and its Subsidiaries as expressly set forth in the Debt Commitment Letter) 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 Lender Related Parties are express third party beneficiaries of, and may enforce, any of the provisions of Section 10.02, Section 10.03 and this Section 9.14 and Section 8.3(e), 11.20 and that such provisions shall (or any of the defined terms used herein) or any other provision of this Agreement to the extent a modification, waiver or termination of such defined term or provision would modify the substance of Section 10.02, Section 10.03 and this Section 11.20 may not be amended in any way manner adverse to any of the Debt Financing Lender Related Parties without the prior written consent of the Lender Related Parties. Notwithstanding the foregoing, nothing in this Section 11.20 shall in any way limit or modify the rights and obligations of Buyer under this Agreement or any Lender Related Parties’ obligations to Buyer under the Debt Financing EntitiesCommitment Letter.

Debt Financing Provisions. Notwithstanding anything in this Agreement to the contraryThe Company, Company on behalf of itself, its Subsidiaries and each of the Company Related Parties its controlled Affiliates, hereby: (a) agrees that that, subject to clause (c) any proceedinglegal action, whether in law Law or in equity, whether in contract or in tort or otherwise, involving any of the Debt Financing Parties or any of their respective affiliates, or any of their and their affiliates’ current or future officers, directors, employees, agents, representatives, stockholders, shareholders, general or limited partners, managers, members, controlling persons, attorneys, advisors or partners or any of their respective successor or assigns (in each case, excluding the Investors (in their capacities as such), Parent and Teton Merger Sub) (collectively all of the foregoing persons mentioned in this clause (a) that are not so excluded pursuant to the immediately preceding parenthetical phrase, the “Debt Financing Related Parties”)Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing 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 Borough of Manhattan, New York, New York, and any appellate court thereof and each party Party hereto irrevocably submits itself and its property with respect to any such proceeding legal action to the exclusive jurisdiction of such court; , (b) agrees that any such proceeding legal action shall be governed by by, construed and enforced 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 provided in the Debt Commitment Letter or other applicable definitive document any agreement relating to the Debt Financing; , (c) agrees not to bring waives any and all rights or support, or permit any Company Related Party to bring or support, any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, claims against any the Debt Financing Related Party Sources in any way arising out of or relating to, connection with this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the transactions contemplated hereby or thereby or agreements entered into in connection with the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; (d) agrees that service of process upon any Company Related Party in any such proceeding shall be effective if notice is given in accordance with Section 9.7; (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 Debt Financing Related Party 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; , whether in Law or equity, contract, tort or otherwise, and each such Person agrees not to commence (gand if commenced agrees to dismiss or otherwise terminate) any proceeding or legal or equitable action against any Debt Financing Source in connection with this Agreement, the Debt Financing or any of the 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, (d) knowingly, intentionally and voluntarily waives, to the fullest extent permitted by applicable law, trial by jury in any such legal action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby, (e) agrees that none of the Debt Financing Related Parties will Sources shall have any liability to Company the Company, any of its Subsidiaries or any other of their respective controlled Affiliates or representatives or any Company Related Party (in each case, other than Parent and its Subsidiaries as expressly set forth in the Debt Commitment Letter) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter Financing 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; otherwise (subject to the last sentence of this Section 8.15), and (hf) agrees that the Debt Financing Related Parties Sources are express third third-party beneficiaries of, and may rely upon and enforce, any of the provisions of Section 6.7, Section 7.3(e), Section 8.5, Section 8.8, Section 8.12 and this Section 9.14 8.15 and that Section 8.3(e6.7, Section 7.3(e), Section 8.5, Section 8.8, Section 8.12 and that this Section 8.15 (or any other provision of this Agreement the amendment, modification or alteration of which has the effect of modifying such provisions shall provisions) may not be amended in a manner adversely affecting any way adverse to the Debt Financing Related Parties Source without the prior written consent of the such adversely affected Debt Financing EntitiesSource. Notwithstanding the foregoing, nothing in this Section 8.15 shall in any way limit or modify the rights and obligations of Parent or Merger Sub under this Agreement or any Debt Financing Source’s obligations to Parent or Merger Sub under any Debt Financing Commitment (it being understood that following consummation of the Merger, nothing in this Section 8.15 shall limit the rights of any of the parties to any Debt Financing Commitment or the Definitive Financing Agreements, as applicable). In the event of a conflict between the provisions of this Section 8.15 and any other provision of this Agreement, the provisions of this Section 8.15 shall control.

Debt Financing Provisions. Notwithstanding anything in this Agreement to the contraryThe Company, Company on behalf of itself, its Subsidiaries and each of the Company Related Parties its controlled Affiliates, hereby: (a) agrees that that, subject to clause (c) any proceedinglegal action, whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Debt Financing Parties or any of their respective affiliates, or any of their and their affiliates’ current or future officers, directors, employees, agents, representatives, stockholders, shareholders, general or limited partners, managers, members, controlling persons, attorneys, advisors or partners or any of their respective successor or assigns (in each case, excluding the Investors (in their capacities as such), Parent and Teton Merger Sub) (collectively all of the foregoing persons mentioned in this clause (a) that are not so excluded pursuant to the immediately preceding parenthetical phrase, the “Debt Financing Related Parties”)Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing 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 Borough of Manhattan, New York, New York, and any appellate court thereof and each party Party hereto irrevocably submits itself and its property with respect to any such proceeding legal action to the exclusive jurisdiction of such court; , (b) agrees that any such proceeding legal action shall be governed by by, construed and enforced 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 provided in the Debt Commitment Letter or other applicable definitive document any agreement relating to the Debt Financing; , (c) agrees not subject to bring the last sentence of this Section 9.15, waives any and all rights or support, or permit any Company Related Party to bring or support, any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, claims against any the Debt Financing Related Party Sources in any way arising out of or relating to, connection with this Agreement, the Debt Financing, Financing or any of the agreements entered into in connection with the Debt Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, whether in law or equity, contract, tort or otherwise, and each such Person agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any forum other than proceeding or legal or equitable action against any federal Debt Financing Source in connection with this Agreement, the Debt Financing or state court any of the agreements entered into in connection with the Borough Debt Financing or any of Manhattanthe transactions contemplated hereby or thereby or the performance of any services thereunder, New York, New York; (d) agrees that service of process upon any Company Related Party in any such proceeding shall be effective if notice is given in accordance with Section 9.7; (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 such legal action brought against any the Debt Financing Related Party Sources in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; thereby, (ge) agrees that none of the Debt Financing Related Parties will Sources shall have any liability to Company the Company, any of its Subsidiaries or any other of their respective controlled Affiliates or representatives or any Company Related Party (in each case, other than Parent and its Subsidiaries as expressly set forth in the Debt Commitment Letter) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter Financing 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; otherwise (subject to the last sentence of this Section 9.15), and (hf) agrees that the Debt Financing Related Parties Sources are express third third-party beneficiaries of, and may rely upon and enforce, any of the provisions of this Section 9.14 and Section 8.3(e), Section 9.5(b), Section 9.8 and this Section 9.15 and that Section 8.3(e), Section 9.5(b), Section 9.8 and this Section 9.15 (or any other provision of this Agreement the amendment, modification or alteration of which has the effect of modifying such provisions shall provisions) may not be amended in a manner adversely affecting any way adverse to the Debt Financing Related Parties Source without the prior written consent of the such adversely affected Debt Financing EntitiesSource. Notwithstanding the foregoing, nothing in this Section 9.15 shall in any way limit or modify the rights and obligations of Parent or Merger Sub under this Agreement or any Debt Financing Source’s obligations to Parent or Merger Sub under any Definitive Debt Agreement (it being understood that following consummation of the Merger, nothing in this Section 9.15 shall limit the rights of any of the parties to any Definitive Debt Agreement).

Debt Financing Provisions. Notwithstanding anything in this Agreement to the contrary, Company the Company, on behalf of itselfitself and its Subsidiaries, its Subsidiaries and each of the Company Related Parties hereby: hereby (a) agrees that any proceeding, Action of any kind or description whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Debt Financing Parties or any of their respective affiliates, or any of their and their affiliates’ current or future officers, directors, employees, agents, representatives, stockholders, shareholders, general or limited partners, managers, members, controlling persons, attorneys, advisors or partners or any of their respective successor or assigns (in each case, excluding the Investors (in their capacities as such), Parent and Teton Merger Sub) (collectively all of the foregoing persons mentioned in this clause (a) that are not so excluded pursuant to the immediately preceding parenthetical phrase, the “Debt Financing Related Parties”), arising out of or relating to, to this Agreement, the any Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing 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 Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such proceeding legal action to the exclusive jurisdiction of such court; , (b) agrees that any such 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 otherwise provided in the Debt Commitment Letter or other applicable definitive document any agreement relating to the Debt Financing; , (c) agrees not to bring or support, or permit any Company Related Party to 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 Debt Financing Related Party 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 in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; (d) agrees that service of process upon any Company Related Party in any such proceeding shall be effective if notice is given in accordance with Section 9.7; (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such proceeding Action in any such court; , (fd) agrees that service of process upon such party, the Company or its Subsidiaries in any such Action shall be effective if notice is given in accordance with this Agreement, (e) knowingly, intentionally and voluntarily waives waives, to the fullest extent permitted by applicable law Law, trial by jury in any proceeding such Action brought against any the Debt Financing Related Party in any way arising out of or relating toParties, 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; (gf) agrees that none of the Debt Financing Related Parties will shall have any liability to the Company or any other Company Related Party of its Subsidiaries or Representatives (in each case, other than Parent Parent, the Equity Investor and its Subsidiaries as expressly set forth in the Debt Commitment Lettertheir respective Subsidiaries) relating to or arising out of this Agreement, the Debt FinancingFinancing (subject to the last sentence of this Section 8.14), the Debt Commitment Letter or any of the transactions contemplated hereby or thereby Transactions or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; otherwise and the Company (hon behalf of itself and its Subsidiaries) agrees that the not to commence any Action against any Debt Financing Related Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 9.14 and Section 8.3(e), and that such provisions shall not be amended in any way adverse Party with respect to the Debt Financing Related Parties without the prior written consent of the Debt Financing Entities.foregoing and