Debt Financing Sources Sample Clauses

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself and each of its Affiliates, hereby (a) agrees that the Debt Financing Sources will not have any liability (whether in contract or in tort, in Law or in equity, or granted by statute or otherwise) for any claims, causes of Action, obligations or any related losses, costs or expenses arising under, out of, in connection with or related in any manner to this Agreement or any of the transactions contemplated by this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach, in each case, to the Company or any of its Affiliates, (b) agrees that it will not bring or support any Legal Proceeding, whether in Law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to this Agreement, any Debt Financing or any of the agreements entered into in connection with any Debt Financing (including the Debt Commitment Letter and Debt Fee Letters) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof) and irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such courts, (c) agrees that any such Legal Proceeding will 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), (d) agrees that service of process upon such Person in any such Legal Proceeding will be effective if notice is given in accordance with Section 10.2, (e) irrevocably waive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Legal Proceeding in the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (f) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN AN...

Debt Financing Sources. Notwithstanding anything to the contrary contained herein, each Party agrees, on behalf of itself, its subsidiaries, and its affiliates, and each of their respective stockholders, governing bodies, and Representatives, that none of the Qualifying RBL Financing Group Members shall have any liability or obligation to any Party with respect to any claims or actions arising out of or relating to the Qualifying RBL Financing, the Qualifying RBL Commitment Letter, this Agreement (including any representations or covenants related to or in connection with the Qualifying RBL Financing, the Qualifying RBL Commitment Letter, or any of the transactions contemplated hereunder or thereunder), or any of the transactions contemplated hereunder or thereunder, and in no event shall any Party, any of its subsidiaries or affiliates or any of its Representatives seek any recovery, judgment or damages of any kind, including, without limitation, consequential, indirect or punitive damages, against any Qualifying RBL Financing Group Member, by the enforcement of any assessment or by any legal or equitable proceeding (including, without limitation, any action for specific performance), against such Qualifying RBL Financing Group Member, by virtue of any statute, regulation or applicable law, or otherwise, whether at law or in equity, in contract, in tort or otherwise, in each case in connection with this Agreement, the Qualifying RBL Financing, the Qualifying RBL Commitment Letter or any of the transactions contemplated hereunder or thereunder; provided that the foregoing shall not prohibit any Party or any of its Affiliates from defending itself in any legal action brought by a Qualifying RBL Financing Group Member against any Party or any of its Affiliates, but excluding bringing a claim, cross-claim, or counterclaim against any such Qualifying RBL Financing Group Member in such legal action. Notwithstanding anything to the contrary in Section 10.12, the Qualifying RBL Financing Group Members are express third party beneficiaries of, and such Qualifying RBL Financing Group Members may enforce, any of the provisions in this Section 10.17 (and such provisions shall not be amended in any manner adverse in any material respect to the Qualifying RBL Financing Group Members without the prior written consent of the lenders party to the Qualifying RBL Commitment Letter). Without limiting the foregoing, each Party hereto agrees that (a) it will not, and it will not permit any of its sub...

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciary, advisory or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement, (i) none of Sellers’ Representative or the Companies, nor any of their respective Affiliates, directors, officers, employees, agents, partners, managers, members or shareholders shall have any rights or claims against the Debt Financing Sources (in their capacities as such) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, 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 in law or equity, in contract, in tort or otherwise, and (ii) the Debt Financing Sources (in their capacities as such) shall not have any liability (whether in contract, in tort or otherwise) to Sellers’ Representative, the Companies or any of their respective Affiliates, directors, officers, employees, agents, partners, managers, members or shareholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of the transactions contemplated hereby and thereby 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 equity, in contract, in tort or otherwise. In furtherance of the foregoing, each Company and the Sellers’ Representative agrees not to commence any action or proceeding against any Debt Financing Source in connection with this Agreement, the Debt Financing or any transaction contemplated hereby or thereby.

Debt Financing Sources. Each of the parties hereto expressly acknowledges and agrees that notwithstanding anything in this Agreement or in any agreement pursuant to which any Representative shall have agreed to be bound by the terms of this Agreement in accordance with Section 3 of this Agreement (the “Joinders”) to the contrary (including, without limitation, Sections 3, 4, 6 and 7 hereof), (a) the Recipient and the Commitment Parties (as defined in the Commitment Letter) may each disclose the Evaluation Materials to Lenders and potential Lenders (as defined in the Debt Commitment Letter) (other than, for the avoidance of doubt, the Commitment Parties), (b) such Lenders and potential Lenders (other than, for the avoidance of doubt, the Commitment Parties) may use and disclose the Evaluation Materials as set forth in Lender Confidentiality Provisions, subject to the terms, conditions, restrictions and limitations set forth therein, (c) without prejudice to each Lender’s and potential Lender’s obligations to deliver and comply with the undertakings required by the Lender Confidentiality Provisions, no potential Lender (other than, for the avoidance of doubt, the Commitment Parties), to the extent deemed to be a Representative as defined herein, shall be required to agree to be bound by this Agreement (or otherwise be required to comply with any requirements, obligations, undertakings, terms, conditions, restrictions or limitations applicable to any Representative set forth in this Agreement or any Joinder) and (d) with respect to Lenders and potential Lenders (and not, for the avoidance of doubt, the Commitment Parties), to the extent of any conflict, the terms of the Lender Confidentiality Provisions shall control over this Agreement and any Joinders, including, without limitation, Section 6 hereof.”

Debt Financing Sources. Notwithstanding anything herein to the contrary, no Debt Financing Sources Related Party shall have any liability or obligation to the Company and its Subsidiaries prior to Closing with respect to any claim or cause of action (whether in contract or in tort, in law or in equity or otherwise) relating to (a) this Agreement or the transactions contemplated hereunder, (b) the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (c) any breach or violation of this Agreement or (d) any failure of the transactions contemplated hereunder to be consummated. For the avoidance of doubt, this Section 9.14 does not limit or affect any rights or remedies that Parent may have against the Debt Financing Sources Related Parties pursuant to the terms and conditions of the Debt Commitment Letter.

Debt Financing Sources. The Sellers and their Affiliates hereby agree that (a) in no event shall the Debt Financing Sources have any liability or obligation to the Sellers, any of their Subsidiaries or any of its Affiliates relating to or arising out of this Agreement, the Debt Financing, any commitment letters or engagement letters relating thereto or the transactions contemplated hereby or thereby and (b) in no event shall the Sellers or any of their Affiliates or stockholders seek or obtain any other damages of any kind against any Debt Financing Source (including consequential, special, indirect or punitive damages). The provisions of this Section 9.4 shall inure to the benefit of, and be enforceable by, each Debt Financing Source, its respective Affiliates and their respective successors and permitted assigns, each of which is hereby intended to be an express third party beneficiary of this Section 9.4. Notwithstanding the foregoing provisions of this Section 9.4, such provisions will not limit the rights of the parties to the Debt Financing under the definitive Debt Financing agreements.

Debt Financing Sources. Notwithstanding anything to the contrary in this Agreement, the Debt Financing Sources shall not have any liability to the Company or any of its Affiliates relating to or arising out of this Agreement or the Debt Financing Letter or any related agreements, whether at law or equity, in contract or in tort or otherwise, and the Company and its Affiliates shall not have any rights or claims, and shall not seek any loss or damage or any other recovery or judgment of any kind, including direct, indirect, consequential or punitive damages, against any Debt Financing Source under this Agreement or the Debt Financing Letter or any related agreements, whether at law or equity, in contract or in tort or otherwise.

Debt Financing Sources. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT: (i) ALL ACTIONS AGAINST THE DEBT FINANCING SOURCES IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS, INCLUDING ANY DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO THE FINANCING OR THE PERFORMANCE THEREOF OR THE TRANSACTIONS, WHETHER AT LAW OR EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE, WILL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED ENTIRELY WITHIN THE STATE, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK; AND (ii) EACH OF THE PARTIES HERETO ACKNOWLEDGE AND AGREE (A) THAT ANY LEGAL PROCEEDING, WHETHER IN LAW OR IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE, INVOLVING THE DEBT FINANCING SOURCES ARISING OUT OF, OR RELATING TO, THE MERGER, THE FINANCING OR THE PERFORMANCE OF SERVICES THEREUNDER OR RELATED THERETO WILL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN AND ANY APPELLATE COURT THEREOF, AND EACH SUCH PARTY SUBMITS FOR ITSELF AND ITS PROPERTY WITH RESPECT TO ANY SUCH LEGAL PROCEEDING TO THE EXCLUSIVE JURISDICTION OF SUCH COURT; (B) NOT TO BRING OR PERMIT ANY OF THEIR AFFILIATES TO BRING OR SUPPORT ANYONE ELSE IN BRINGING ANY SUCH LEGAL PROCEEDING IN ANY OTHER COURT; (C) THAT SERVICE OF PROCESS, SUMMONS, NOTICE, OR DOCUMENT BY REGISTERED MAIL ADDRESSED TO THEM AT THEIR RESPECTIVE ADDRESSES PROVIDED IN ANY APPLICABLE DEBT COMMITMENT LETTER WILL BE EFFECTIVE SERVICE OF PROCESS AGAINST THEM FOR ANY SUCH LEGAL PROCEEDING BROUGHT IN ANY SUCH COURT; (D) TO WAIVE AND HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF, AND THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF, ANY SUCH LEGAL PROCEEDING IN ANY SUCH COURT; (E) TO WAIVE THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY SUCH LEGAL PROCEEDING, (F) ANY SUCH LEGAL PROCEEDING WILL BE GOVERNED, CONSTRUED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK; AND (G) THAT A FINAL JUDGMENT IN ANY SUCH LEGAL PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.