Exculpation of Financing Sources. Notwithstanding anything to the contrary contained herein, no Related Party (other than, in the case of Parent as a party to the Debt Commitment Papers, pursuant to the Debt Commitment Papers) shall have any rights or claims against any Financing Source, nor shall any Financing Source have any obligation or liability whatsoever to any Related Party (other than, in the case of Parent as to the Debt Commitment Papers, pursuant to the Debt Commitment Papers), relating to or arising out of or in connection with this Agreement, the Financing (including the Debt Commitment Papers) or the transactions contemplated hereby or thereby or in the performance of any services thereunder, whether at law or equity, in contract, in tort or otherwise, including in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by any Financing Source; provided that, following consummation of the Company Merger, the foregoing will not limit the rights of the parties to the Financing under any Debt Financing Document related thereto. In addition, in no event will any Financing Source be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature. Each of the Parties hereto agrees that this provision shall be interpreted, and any action relating to this provision shall be governed by, the laws of the State of New York.
Exculpation of Financing Sources. Notwithstanding anything to the contrary contained herein, no Related Party (other than TLP Holdings) shall have any rights or claims against any Financing Source in connection with this Agreement, the Merger, the Debt Financing or the transactions contemplated hereby or thereby, and no Financing Source shall have any rights or claims against any Related Party (other than TLP Holdings) in connection with this Agreement, the Merger, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the Merger, the foregoing will not limit the rights of the parties to the Debt Financing under any credit document related thereto. In addition, in no event will any Debt Financing Source be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature.
Exculpation of Financing Sources. Notwithstanding anything herein to the contrary, each of the parties to this Agreement agrees that the Financing Sources shall be subject to no liability or claims (whether legal or equitable, arising under contract, tort or otherwise) by any Seller Related Party (and each Seller Related Party waives any such claims) arising out of or relating to this Agreement, the financing provided by the Financing Sources or the transactions contemplated hereby or in connection with the financing provided by the Financing Sources, or the performance of services by the Financing Sources with respect to the foregoing. No Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortuous nature. SCHEDULES TO THE STOCK PURCHASE AGREEMENT by and among CYPRESS INSURANCE GROUP, INC., CYPRESS GROUP HOLDINGS, INC., THE SECURITYHOLDERS NAMED THEREIN and ONEX CORPORATION, AS SECURITYHOLDER REPRESENTATIVE Dated as of March 18, 2014 Disclosure Schedules to Stock Purchase Agreement These Disclosure Schedules contain exceptions to the representations and warranties and certain other information of Cypress Insurance Group, Inc, a Delaware corporation (the “Company”), its Subsidiaries and the Securityholders of the Company, relating to that certain Stock Purchase Agreement (the “Agreement”), dated as of March 18, 2014, by and among the Company, the Securityholders of the Company named therein (the “Securityholders”), Cypress Group Holdings, Inc. and Onex Corporation, as Securityholder Representative. These Disclosure Schedules are an integral part of the Agreement, are incorporated therein by reference and are not intended to be independent documents. The information contained herein is disclosed solely for the purposes of the Agreement, and no information contained herein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including, without limitation, any violation of law or breach of any agreement. Any information set forth in one Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each of the other Disclosure Schedules and each applicable section of the Agreement (whether or not specific cross-references are made therein), provided it is reasonably apparent on the face of such disclosure that the matter is responsive to the representation, warranty, covenant or agreement to which such section or other Disclosure Schedule relates. Inclusion of any mat...
Exculpation of Financing Sources. Notwithstanding anything herein to the contrary, the parties hereby agree that (a) no Debt Financing Source shall have any liability hereunder (whether in contract or in tort, at Law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided that nothing in this Section 8.16 shall limit the liability or obligations of the Debt Financing Sources under the Debt Commitment Letter or the documents governing any Debt Financing provided by any such Person to Parent), (b) only Parent (including its permitted successors and assigns under the Debt Commitment Letter) and the other parties to the Debt Commitment Letter at their own direction shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letter, (c) no amendment or waiver of this Section 8.16 shall be effective to the extent such amendment is adverse to the Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter. This Section 8.16 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.
Exculpation of Financing Sources. (a) Notwithstanding anything to the contrary contained herein, the Seller shall have no rights or claims against any Financing Source in connection with this Agreement, the Financing or the transactions contemplated hereby or thereby whether at law or equity, in contract, in tort or otherwise; provided that, the foregoing will not limit the rights of the Purchaser in respect of the Financing under any commitment letter related thereto. Seller (i) agrees that it shall not have the right to seek or obtain money damages or expense reimbursement (whether at law or in equity, in contract, in tort or otherwise) from any Financing Source, (ii) waives any and all claims against each Financing Source and (iii) hereby agrees that in no event shall any Financing Source have any liability or obligation to the Seller relating to or arising out of this Agreement, the Financing, any commitment letter related thereto or the transactions contemplated hereby.
Exculpation of Financing Sources. Notwithstanding anything to the contrary contained herein, no SRA Related Party (other than CSC and Computer Sciences GS) shall have any rights or claims against any Financing Source in connection with this Agreement, the Mergers, the Financing or the transactions contemplated hereby or thereby, and no Financing Source shall have any rights or claims against any SRA Related Party (other than CSC and Computer Sciences GS) in connection with this Agreement, the Mergers, the Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the Mergers, the foregoing will not limit the rights of the parties to the Financing under any commitment letter related thereto. In addition, in no event will any Financing Source be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortuous nature.
Exculpation of Financing Sources. Notwithstanding anything to the contrary contained herein, no Related Party shall have any rights or claims against any Financing Source in connection with this Agreement, the Merger, the Financing or the transactions contemplated hereby or thereby, and no Financing Source shall have any rights or claims against any Related Party in connection with this Agreement, the Merger, the Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the Merger, the foregoing will not limit the rights of the parties to the Financing under any credit document related thereto. In addition, in no event will any Financing Source be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature.
Exculpation of Financing Sources. Notwithstanding any provision of this Agreement to the contrary, the Warrantors agree, and shall procure each of their respective Affiliates to agree, that none of the Financing Sources shall have any liability or obligation to any Warrantor or any of its Affiliates relating to this Agreement or any of the transactions contemplated herein (including the Debt Financing), including, without limitation, any special, consequential, punitive, exemplary or indirect damages. This Clause 30 is intended to benefit and may be enforced by the Financing Sources. [The remaining of the page is intentionally left blank.] SCHEDULE 1 DETAILS OF THE TARGET GROUP ENTITIES [Schedule 1 has been omitted. Schedule 1 includes Part 1 — Details of the Company, Part 2 — Details of the School Holding Companies, Part 3 — Details of the School Entities, Part 4 — Details of Oasis, Part 5A — Corporate Structure Chart of the Target Group Entities (as of the date of this Agreement), Part 5B — Corporate Structure Chart of the Target Group Entities (immediately before the Completion), Part 6 — Details of the School Licenses and Part 7 — Details of the School Properties. The company agrees to provide supplementally a copy of Schedule 1 to the Commission upon request.] SCHEDULE 2 CONDITIONS [Schedule 2 has been omitted. Schedule 2 includes Part 1 — Conditions to be satisfied by the Seller and Part 2 — Condition to be satisfied by the Purchaser. The company agrees to provide supplementally a copy of Schedule 2 to the Commission upon request.] SCHEDULE 3 COMPLETION ARRANGEMENTS [Schedule 3 has been omitted. Schedule 3 includes Part 1 — Seller’s Obligations at Completion and Part 2 — Purchaser’s Obligations at Completion. The company agrees to provide supplementally a copy of Schedule 3 to the Commission upon request.] SCHEDULE 4 BANK FACILITIES AND SECURITY INTERESTS [Schedule 4 has been omitted. Schedule 4 includes a list of bank facilities and a list of security interests. The company agrees to provide supplementally a copy of Schedule 4 to the Commission upon request.] SCHEDULE 5 RESTRUCTURING [Schedule 5 has been omitted. Schedule 5 includes steps and deliverables of the restructuring of Oasis, BIS Co. Ltd., TH Education and TH Investment. The company agrees to provide supplementally a copy of Schedule 5 to the Commission upon request.] SCHEDULE 6 FORM OF AUTHORISATIONS [Schedule 6 has been omitted. Schedule 6 includes a form of authorisations. The company agrees to provide supplementally a ...
Exculpation of Financing Sources. The Seller Related Parties shall not have any rights or claims against any Debt Financing Source in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, notwithstanding the foregoing, nothing in this Section 10.16 shall in any way limit or modify the rights and obligations of Buyer under this Agreement or any Debt Financing Source’s obligations to Buyer under the Debt Commitment Letter. Section 10.17
Exculpation of Financing Sources. Notwithstanding anything to the contrary herein, the Company, on behalf of itself and the Company Related Parties, hereby (i) acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Debt Commitment Letters or the performance thereof, (ii) waives any rights or claims of any kind or nature (whether in law or in equity, in contract, in tort or otherwise) the Company or any Company Related Party may have against any Financing Source (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) relating to this Agreement, the Debt Financing or the transactions contemplated hereby or thereby and (iii) agrees not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Financing Source (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) in connection with this Agreement, the Debt Financing, the Debt Commitment Letters or the transactions contemplated hereby or thereby. With respect to any dispute or proceeding relating to this Section 9.12 or any other dispute involving the Financing Sources, the Company, on behalf of itself and the Company Related Parties, (w) submits to the exclusive jurisdiction of the courts of the State of New York or federal courts of the United States of America, in each case, sitting in the borough of Manhattan, and any appellate court from any thereof (the courts described in this clause (w), the “Applicable Courts”), and agrees that all claims in respect of any such litigation may be heard and determined only in an Applicable Court, (x) waives, to the fullest extent it may legally do so, any objection which it may now or hereafter have to the laying of venue of any proceedin...
