Common use of Debt Financing Sources Clause in Contracts

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement, except for claims by Constellation LLC against the Debt Financing Sources pursuant to the Debt Commitment Letter and any definitive documents related thereto, (A) none of the parties hereto nor any of their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any, 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 Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (B) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any party hereto or any of their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders 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 Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. The Debt Financing Sources are intended third party beneficiaries of Sections 9.02, 9.03, 9.04, 9.08 and this Section 9.12. [Signatures appear on following page.]

Debt Financing Sources. Notwithstanding anything Subject, in each case, to the contrary contained in this Agreement, except for rights and claims by Constellation LLC against the Debt Financing Sources pursuant to of Purchaser under the Debt Commitment Letter and any the definitive documents related theretoagreements with respect to the Debt Financing, (Ai) none each of the parties hereto nor any of Parties and their respective subsidiaries, Affiliatesaffiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against and this Agreement may not be enforced against any of the Debt Financing Source, Sources in any way relating to this Agreement Agreement, the Debt Commitment Letter or any of the transactions contemplated by this Agreement, Agreement or in respect of any, or in respect of any oral representations made or alleged to have been made in connection herewith or therewithby the Debt Commitment Letter, including any dispute arising out of or relating in any way to the performance of any financing commitments of such Debt Financing Sources with respect to the transactions contemplated hereby or by the Debt Commitment Letter or the performance thereof or the financings contemplated therebyLetter, whether at law or equity, in contractcontract or in tort, in tort or otherwise and (Bii) no Debt Financing Source Sources shall have any liability (whether at law or in contractequity, in tort contract or in tort, or otherwise) to any party of the parties hereto or any of their respective subsidiaries, Affiliatesaffiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under this Agreement or the Debt Commitment Letter 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 therewithby the Debt Commitment Letter, including any dispute arising out of or relating in any way to the performance of any financing commitments, including the Debt Financing. The Company, on behalf of itself and its affiliates, directors, officers, employees, agents, partners, managers, members or stockholders, hereby waives any and all claims and causes of action (whether in contract or in tort, in law or in equity) against the Debt Financing Sources that may be based upon, arise out of or relate to this Agreement, the Debt Commitment Letter or the performance thereof transactions contemplated hereby or thereby (including the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwiseDebt Financing). The Debt Financing Sources are intended third party beneficiaries of Sections 9.02, 9.03, 9.04, 9.08 and this Section 9.12. [Signatures appear on following page.]* * * * * * *

Debt Financing Sources. Notwithstanding anything herein to the contrary contained contrary, (i) Sections 11.2, 11.5, 11.11, 11.14(b), 11.16 and 11.19 may not be waived (or amended, modified or supplemented in this Agreement, except for claims by Constellation LLC against the same manner) in a manner adverse to the Debt Financing Sources pursuant to (excluding their Affiliates and Representatives) without the prior written consent of the Debt Commitment Letter and any definitive documents related theretoFinancing Sources, (Aii) none each Debt Financing Source shall be an express third party beneficiary of and shall be entitled to rely upon Sections 11.2, 11.5, 11.11, 11.14(b), 11.16 and 11.19 and may enforce such provisions, (iii) the parties hereto nor any Company (on behalf of itself and its Subsidiaries and its and their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall have officers and employees (in each case, in their respective capacities as such and prior to the Closing of the Merger) hereby waives any rights or claims against any Debt Financing SourceSource (in their capacity as such) in connection with this Agreement or the Debt Financing, whether at law or equity, in contract, in tort or otherwise, and in furtherance and not in limitation of the foregoing waiver, it is agreed that no Debt Financing Source (other than in their capacity as agent, lender, swingline lender, issuing bank, underwriter, purchaser or other similar role under the definitive documentation actually entered into in connection with the Debt Financing with respect to which capacity this Section 11.19 shall not apply upon the execution of such definitive documentation) shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to the Company or any of its Subsidiaries, officers, directors, managers and employees (in each case, with respect to such Subsidiaries, officers, directors, managers and employees prior to the Closing of the Merger) in connection with this Agreement or the Debt Financing or the transactions contemplated thereby, (iv) each party hereto agrees that it will not bring or support any Person, or permit any of its Affiliates to bring or support any Person, in any Action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any lender, arranger or other provider of Debt Financing and their respective Affiliates and Representatives or other Debt Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of anyincluding, or in respect of any oral representations made or alleged to have been made in connection herewith or therewithbut not limited to, including any dispute arising out of or relating in any way to the Debt Commitment Letter Financing or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York and (v) each party hereto agrees that, except as specifically set forth in in any agreement related to the Debt Financing to which a Debt Financing Source is a party, all claims or causes of action (whether at law or law, in equity, in contract, in tort or otherwise otherwise) against any lender, arranger or other provider of Debt Financing and (B) no their respective Affiliates and Representatives or other Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any party hereto or any of their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders 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 relating to the Debt Commitment Letter Financing or the performance thereof or the financings contemplated thereby, whether at law shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or equityrules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction. Notwithstanding the foregoing, nothing set forth in contract, in tort or otherwise. The Debt Financing Sources are intended third party beneficiaries of Sections 9.02, 9.03, 9.04, 9.08 and this Section 9.12. [Signatures appear on following page11.19 limits the obligations of Buyer under this Agreement or the ability of the Company or the Holder Representative to enforce their respective rights under this Agreement against Buyer.]