Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegris, on behalf of itself, its Subsidiaries and each of its controlled Affiliates, hereby: (a) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Entities, in any way arising out of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of 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 expressly provided in the Financing Documents; (c) agrees not to bring or support or permit any of its affiliates 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 Financing Entity in any way arising out of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York; (d) agrees that service of process upon such Party, its Subsidiaries or its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.6; (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 Financing Entities in any way arising out of or relating to, this Agreement, the Financing Documents 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 any Party or any of its Subsidiaries or any of their respective Affiliates or Representatives in any way relating to or arising out of this Agreement, any Financing Documents to which such Party is not a party, 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; (h) agrees that the Financing Entities are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in this Section 10.15; and (i) agrees that the provisions in this Section 10.15 and the definition of “Financing Entities” (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or the definition of “Financing Parties”) shall not be amended, waived or otherwise modified, in each case, in any way adverse to the Financing Entities without the prior written consent of the Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Versum Materials, Inc.), Merger Agreement (Entegris Inc)
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party T-Mobile and/or any of its Subsidiaries subsidiaries under and pursuant to any commitment letter the Commitment Letter or any the definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”)Financing, each of Versum and Entegris, Sprint on behalf of itself, its Subsidiaries and each of its controlled Affiliates, Affiliates hereby:
: (a) agrees that any ProceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Commitment Letter, the Financing Documents or the definitive agreements entered into in connection with the 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, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 Proceeding 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 expressly provided in the Financing Documents;
Commitment Letter or other applicable definitive document relating to the Financing, (c) agrees not to bring or support or permit any of its affiliates to bring or support any Proceeding Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Entity Party in any way arising out of or relating to to, this Agreement, the Financing Documents Financing, the 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 federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, (d) agrees that service of process upon such PartySprint, its Subsidiaries or its controlled Affiliates affiliates in any such Proceeding Action shall be effective if notice is given in accordance with Section 10.6;
10.14, (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;
, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding Action brought against the Financing Entities Parties in any way arising out of or relating to, this Agreement, the Financing Documents Financing, the 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 Parties will have any liability to any Party Sprint or any of its Subsidiaries subsidiaries or any of their respective Affiliates affiliates or Representatives in any way relating to or arising out of this Agreement, any Financing Documents to which such Party is not a partythe Financing, the 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;
, (h) agrees that the Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15; and
10.14 and such provisions and (i) agrees that the provisions in this Section 10.15 10.14 and the definition of “Financing EntitiesParties” (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or the definition of “Financing Parties”) shall not be amended, waived or otherwise modified, in each case, amended in any way adverse to the Financing Entities Parties without the prior written consent of the Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and voidEntities).
Appears in 2 contracts
Samples: Business Combination Agreement (SPRINT Corp), Business Combination Agreement (T-Mobile US, Inc.)
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegris, Company on behalf of itself, its Subsidiaries and each of its their respective controlled Affiliates, Affiliates hereby:
: (a) agrees that any suit, action, claim, arbitration, mediation or proceeding (a “Proceeding”), whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Debt Financing Documents 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 shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 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 expressly provided in any agreement or other applicable definitive document relating to the Financing Documents;
Debt Financing, (c) agrees not to bring or support or permit any of its affiliates Subsidiaries or their respective controlled Affiliates 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 Financing Entity Party in any way arising out of or relating to to, this Agreement, the Debt Financing Documents 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 of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, (d) agrees that service of process upon such Partythe Company, its Subsidiaries or its controlled Affiliates in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.6;
8.02, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 Financing Entities Parties in any way arising out of or relating to, this Agreement, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder;
, (g) agrees that none of the Financing Entities Parties will have any liability to any Party the Company or any of its Subsidiaries or any of their respective Affiliates or any of their respective former, current or future partners, stockholders, managers, members or Representatives in any way relating to or arising out of this Agreement, any the Debt Financing Documents to which such Party is not a party, 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 nothing in this Section 8.13 shall limit the rights of Parent, Sub or their respective Subsidiaries under any debt commitment letter or the definitive agreements executed and delivered in connection with any Debt Financing to the extent Parent, Sub or their respective Subsidiaries are party thereto, and (h) agrees that the Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in of this Section 10.15; and
(i) agrees 8.13, and that the such provisions in this Section 10.15 and the definition definitions of “Financing Entities” (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or the definition of “Financing Parties”) ” shall not be amended, amended or waived or otherwise modified, in each case, in any way adverse to the Financing Entities Parties without the prior written consent of the Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void)Entities.
Appears in 1 contract
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries SWM under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) SWM with respect to any debt financing arrangements in connection with the Merger Merger, including the Commitment Letter (the “Financing Documents”), each of Versum and EntegrisNeenah, on behalf of itself, its Neenah Subsidiaries and each of its controlled Affiliatesaffiliates, hereby:
(a) agrees that any ProceedingProceeding involving the Financing Parties, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Entities, in any way arising out of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and any appellate court thereof and each party hereto Party 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 expressly provided in the Financing Documents;
(c) agrees not to bring or support or permit any of its affiliates 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 Financing Entity Party in any way arising out of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
(d) agrees that service of process upon such PartyNeenah, its Neenah Subsidiaries or its controlled Affiliates affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.610.5;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 Financing Entities Parties in any way arising out of or relating to, this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder;
(g) agrees that none of the Financing Entities Parties will have any liability to any Party Neenah or any of its Subsidiaries or any of their respective Affiliates affiliates or Representatives (in each case, other than SWM or the SWM Subsidiaries, if applicable, pursuant to its rights under a commitment letter or definitive financing agreement entered into by SWM with a Financing Party with respect to any debt financing arrangements in connection with the Merger) in any way relating to or arising out of this Agreement, any the Financing Documents to which such Party is not a party, 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 waives any and all claims and causes of action against the Financing Parties in any way relating to or arising out of the foregoing;
(h) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate, and not to assist) any Proceeding against, or otherwise make or seek to enforce any claims against or seek to recover any monetary damages from, any Financing Party under or in connection with this Agreement, the Financing Documents or the transactions contemplated hereby or thereby;
(i) agrees that the Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in this Section 10.15; and
(ij) agrees that the provisions in this Section 10.15 and the definition definitions of “Financing EntitiesParties” (and any other definition set forth in, or any other provision of, provisions of this Agreement to the extent that an amendment, waiver or other a modification of such definition or other provision thereof would amend, waive or otherwise modify affect the substance of this Section 10.15 or any of the definition of “Financing Parties”foregoing) shall not be amended, waived or otherwise modified, in each case, in any way adverse to the Financing Entities Parties without the prior written consent of the Financing Entities Parties to the Commitment Letter.
(k) As used in this Agreement, “Financing Parties” shall mean the Persons that have committed to provide or arrange or otherwise entered into agreements to provide or arrange the Financing or other debt financings (or relating to any other Alternative Financing) in connection with the transactions contemplated by this Agreement, including the parties to the Commitment Letter and any such amendmentjoinder agreements, waiver credit agreements and the other definitive documents relating thereto (or any other modification without such prior written consent shall be null Alternative Financing)and their respective affiliates and void)their and their respective affiliates’ officers, directors, employees, agents and representatives and their respective successors and assigns.
Appears in 1 contract
Samples: Merger Agreement (Neenah Inc)
Financing Parties. Notwithstanding anything to the contrary contained in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”)Agreement, each of Versum and Entegris, on behalf of itself, its Subsidiaries and each of its controlled Affiliates, hereby:
the parties hereto: (ai) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Entities, in any way arising out of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does it will not have subject matter jurisdiction, in any state court located in the City and County of 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 expressly provided in the Financing Documents;
(c) agrees not to bring or support or permit any of its affiliates to bring or support any Proceeding 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 of the Financing Entity Parties (which defined term for the purposes of this provision shall include the Financing Parties and their respective affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Debt Commitment Letters) in any way arising out of or relating to this Agreement, the Financing Documents Agreement or any of the transactions contemplated hereby by this Agreement, including, but not limited to, any dispute arising out of or thereby relating in any way to the Debt Commitment Letters or the performance of any services thereunder thereof or the Debt Financings contemplated thereby, in any forum other than any Federal court of the United States of America sitting federal and New York state courts located in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in within the City and County of New York;
; (dii) agrees that service that, except as specifically set forth in the Debt Commitment Letters, all claims or causes of process upon such Partyaction (whether at law, its Subsidiaries in equity, in contract, in tort or its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.6;
(eotherwise) 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 the Financing Entities in any way arising out of or relating to, this Agreement, the Financing Documents 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 any Party or any of its Subsidiaries or any of their respective Affiliates or Representatives Parties in any way relating to or arising out of this Agreement, any Financing Documents to which such Party is not a party, or any of the transactions contemplated hereby or thereby Debt Commitment Letters or the performance thereof or the financings contemplated thereby, 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 rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any services thereunder, litigation (whether in law or in equity, whether in contract or in tort or otherwise;
) directly or indirectly arising out of or relating in any way to the Debt Commitment Letters or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (ha) agrees that the Company and its subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against any Financing Party 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 Financing Party shall have any liability (whether in contract, in tort or otherwise) to any of the Company or its 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 Letters or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Financing Entities Parties are express third intended third-party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in this Section 10.15; and
(i) agrees that the provisions in this Section 10.15 and the definition of “Financing Entities” (and any other definition set forth in, or any other provision of, this Agreement shall be entitled to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance protections of this Section 10.15 or the definition of “Financing Parties”) shall not be amended, waived or otherwise modified, in each case, in any way adverse to the Financing Entities without the prior written consent of the Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void)provision.
Appears in 1 contract
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to each of the parties hereto on its own behalf and without in any way limiting the rights and claims of any Party and/or any on behalf of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegris, on behalf of itself, its Subsidiaries and each of its controlled Affiliates, hereby:
: (a) agrees agree that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Financing Documents or any of the agreements (including the Debt 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 shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 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 expressly provided in the Financing Documents;
(c) agrees not to bring or support or permit any of its affiliates Affiliates 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 Financing Entity Party in any way arising out of or relating to to, this Agreement, the Financing Documents 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 federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, (d) agrees that service of process upon such Party, its Subsidiaries or its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.6;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court;
, (fe) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Financing Entities Parties in any way arising out of or relating to, this Agreement, the Financing Documents or any of Financing, 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 any Party or any of its Subsidiaries or any of their respective Affiliates or Representatives in any way relating to or arising out of this Agreement, any Financing Documents to which such Party is not a party, Debt Commitment Letter 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 any of the parties hereto or their respective Affiliates relating to or arising out of this Agreement, the Financing or otherwise, whether in law at law, or in equity, whether in contract or contract, in tort or otherwise;
, other than, with respect to the parties thereto, pursuant to the Debt Commitment Letter or any definitive agreement entered into in connection with the Financing, and no party hereto nor any of their respective Affiliates will have any rights or claims against any of the Financing Parties hereunder, (hg) agrees that the Financing Entities Parties are express third third-party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15; and
and (ih) agrees that the provisions in none of Section 11.6, Section 11.12, this Section 10.15 and the definition of “Financing Entities” (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 11.13 or the definition of “Financing Parties”” (and any other provision of this Agreement to the extent an amendment or waiver of such provision would modify the substance of any of the foregoing provisions) shall not be amended, waived waived, supplemented or otherwise modified, in each case, modified in any way adverse to the Financing Entities Parties without the prior written consent of the Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void)Committed Lenders.
Appears in 1 contract
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter the Facilities Agreement or any other definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and EntegrisParent, on behalf of itself, its Subsidiaries and each of its controlled Affiliates, hereby:
(a) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Entities, in any way arising out of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and any appellate court thereof thereof, and each party hereto irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such courtcourts;
(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 expressly provided in the Financing Documents;
(c) agrees not to bring or support or permit any of its affiliates controlled Affiliates 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 Financing Entity in any way arising out of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and any appellate court thereof;
(d) agrees that service of process upon such Party, its Subsidiaries or its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.6;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 Financing Entities in any way arising out of or relating to, this Agreement, the Financing Documents 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 any Party Versum or any of its Subsidiaries or any of their respective its Affiliates or Representatives in any way relating to or arising out of this Agreement, Agreement or any Financing Documents to which such Party is not a partyDocuments, 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;
(h) agrees that the Financing Entities are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in this Section 10.15; and
(i) agrees that the provisions in this Section 10.15 and the definition of “Financing Entities” (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or the definition of “Financing Parties”) shall not be amended, waived or otherwise modified, in each case, in any way materially adverse to the Financing Entities rights of any Lender (as defined in the Facilities Agreement) without the prior written consent of such Lender (as defined in the Financing Entities Facilities Agreement) (and any such amendment, waiver or other modification without such prior written consent shall be null and void).
Appears in 1 contract
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any each respective Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegris, hereto on behalf of itself, its Subsidiaries and each of its controlled Affiliates, Affiliates hereby:
: (a) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Financing Documents or any of the agreements entered into in connection with the 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, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdictionNew York, in any state court located in the City and County of New York, and any appellate court thereof and each party hereto Party 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 expressly provided in any agreement relating to the Financing Documents;
Financing, (c) agrees not to bring or support or permit any of its affiliates Affiliates 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 Financing Entity Party in any way arising out of or relating to to, this Agreement, the Financing Documents Financing, the 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 federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, (d) agrees that service of process upon such Partythe Company, its Subsidiaries or its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.6;
12.6, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court;
, (f) knowinglyKNOWINGLY, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Financing Entities in any way arising out of or relating toINTENTIONALLY 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 AgreementTHIS AGREEMENT, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder;
THE FINANCING, THE 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 Parties will have any liability to any Party the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives (in any way each case, other than Parent, the Merger Subs or their respective Subsidiaries) relating to or arising out of this Agreement, any the Commitment Letter, the Financing Documents to which such Party is not a party, 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;
, (h) hereby waives any and all claims and causes of action against the Financing Parties relating to or arising out of this Agreement, the Commitment Letter, the 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, (i) agrees not to commence (and if commenced agree not to assist) any Proceeding against any Financing Party under this Agreement, the Financing, the Commitment Letter or the transactions contemplated hereby or thereby, (j) agrees that the Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in of this Section 10.15; and
12.17, and (ik) agrees that the provisions in of this Section 10.15 12.17 and the definition definitions of “Financing Entities” and “Financing Parties” (and any other definition set forth in, or any other provision of, provisions of this Agreement to the extent that an amendment, waiver or other a modification of such definition or other provision thereof would amend, waive or otherwise modify affect the substance of this Section 10.15 or any of the definition of “Financing Parties”foregoing) shall not be amended, amended or waived or otherwise modified, in each case, in any way manner adverse to the Financing Entities Parties without the prior written consent of the Financing Entities (Entities. Notwithstanding the foregoing, nothing in this Section 12.17 shall in any way limit or modify the rights and obligations of Parent and the Merger Subs under this Agreement or any such amendment, waiver or other modification without such prior written consent shall be null Financing Entity’s obligations to Parent and void)the Merger Subs under the Commitment Letter.
Appears in 1 contract
Samples: Merger Agreement (Skillsoft Corp.)
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegris, Seller on behalf of itself, its Subsidiaries itself and each of its controlled Affiliates, Affiliates hereby:
: (a) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Financing Documents or any of the agreements (including the Commitment Letter and the Existing Credit Agreement) entered into in connection with the 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, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 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 expressly provided in the Financing Documents;
Commitment Letter, the Existing Credit Agreement or other applicable definitive document relating to the Financing, (c) agrees not to bring or support or permit any of its affiliates Affiliates 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 Financing Entity Party in any way arising out of or relating to to, this Agreement, the Financing Documents Financing, the Commitment Letter, the Existing Credit Agreement 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 of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, so long as such forum is and remains available, (d) agrees that service of process upon such Party, its Subsidiaries the Seller or its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.6;
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 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 Financing Entities Parties in any way arising out of or relating to, this Agreement, the Financing Documents Financing, the Commitment Letter, the Existing Credit Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder;
, (g) agrees that none of the Financing Entities Parties will have any liability to any Party the Seller or any of its Subsidiaries or any of their respective Affiliates or Representatives in any way relating to or arising out of this Agreement, any Financing Documents to which such Party is not a partythe Financing, the Commitment Letter, the Existing Credit Agreement 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 and (h) agrees that the Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in this Section 10.15; and
(i) agrees that the provisions in this Section 10.15 10.18, and the definition of “Financing Entities” (and any other definition set forth inthat such provisions, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or as well as the definition of “Financing Parties”) ,” shall not be amended, waived or otherwise modified, in each case, amended in any way adverse to the Financing Entities Parties without the prior written consent of the applicable Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void)Entities.
Appears in 1 contract
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegris, Company on behalf of itself, its Subsidiaries and each of its controlled Affiliates, Affiliates hereby:
: (a) agrees that any Proceeding, whether in law Law or in equity, whether in contract Contract or in tort or otherwise, involving the Debt Financing EntitiesSources Related Parties, in any way arising out of or relating to to, this Agreement, the Debt Financing Documents 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, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 Proceeding to the exclusive jurisdiction of such court;
, (b) agrees that any such 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 otherwise expressly provided in the Financing Documents;
Debt Commitment Letter or other applicable definitive document relating to the Debt Financing, (c) agrees not to bring or support or permit any of its affiliates Affiliates to bring or support any Proceeding of any kind or description, whether in law Law or in equity, whether in contract Contract or in tort or otherwise, against any Debt Financing Entity Sources Related Party in any way arising out of or relating to to, this Agreement, the Financing Documents 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 federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, (d) agrees that service of process upon such Partythe Company, its Subsidiaries or its controlled Affiliates in any such Table of Contents Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.6;
7.3, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 Entities Sources Related Parties in any way arising out of or relating to, this Agreement, the Financing Documents 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 Entities Sources Related Parties will have any liability Liability to any Party the Company or any of its Subsidiaries or any of their respective controlled Affiliates or Representatives (in any way each case, other than Parent, Merger Sub or their respective Subsidiaries) relating to or arising out of this Agreement, any Financing Documents to which such Party is not a partythe 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 Law or in equity, whether in contract Contract or in tort or otherwise;
otherwise and (h) agrees that the Debt Financing Entities Sources Related Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in this of Section 10.15; and
6.2 (i) agrees that the provisions in this Section 10.15 and the definition of “Financing Entities” (and any other definition set forth in, or any other provision of, this Agreement solely to the extent that an amendmentit relates to the Debt Financing Sources Related Parties), waiver or other modification of such definition or other provision would amendSection 6.3 (solely to the extent that it relates to the Debt Financing Sources Related Parties), waive or otherwise modify Section 7.10 (solely to the substance of extent that it relates to the Debt Financing Sources Related Parties), Section 7.12 (solely to the extent that it relates to the Debt Financing Sources Related Parties), this Section 10.15 or 7.15 and Section 7.16 and that such provisions and the definition definitions of “Debt Commitment Letter”, “Debt Financing”, “Debt Financing Sources” and “Debt Financing Sources Related Parties”” and the provisions of the aforementioned sections (as it relates to the Debt Financing Sources Related Parties) shall not be amended, waived or otherwise modified, in each case, amended in any way adverse to the Debt Financing Entities Sources Related Parties without the prior written consent of the Debt Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void)Sources Related Parties.
Appears in 1 contract
Samples: Merger Agreement (Shutterfly Inc)
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries Parent or Purchaser under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party Parent or any of its Subsidiaries) Purchaser with respect to any debt financing arrangements in connection with the Merger (Transactions, including the “Financing Documents”)Commitment Letter, each of Versum and Entegristhe Parties, on behalf of itself, its Subsidiaries themselves and each of its their respective controlled Affiliates, hereby:
: (a) agrees that any ProceedingLegal Proceeding involving the Financing Sources, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Entities, in any way arising out of or relating to this Agreement, the Financing Documents Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, any Federal federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court;
; (b) agrees that any such 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 otherwise expressly provided in the Financing Documents;
Agreements; (c) agrees not to bring or support or permit any of its affiliates to bring or support any Legal Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Entity Party in any way arising out of or relating to this Agreement, the Financing Documents Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
; (d) agrees that service of process upon such Party, a Party and its Subsidiaries or its controlled Affiliates in any such Legal Proceeding shall be effective if notice is given in accordance with Section 10.6;
10.8; (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 Financing Entities Sources in any way arising out of or relating to, this Agreement, the Financing Documents Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder;
; (g) agrees that none of the Financing Entities Sources will have any liability to any Party or any of its Subsidiaries or any of their respective Affiliates Representatives (in each case, other than Parent or Representatives its Subsidiaries) in any way relating to or arising out of this Agreement, any the Financing Documents to which such Party is not a party, 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;
, and waives any and all claims and causes of action against the Financing Parties in any way relating to or arising out of the foregoing; (h) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate, and not to assist) any Legal Proceeding against, or otherwise make or seek to enforce any claims against or seek to recover any monetary damages from, any Financing Party under or in connection with this Agreement, the Financing Agreements or the transactions contemplated hereby or thereby; (i) agrees that the Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 10.12 and any of the provisions in this Agreement reflecting the agreements in this Section 10.1510.12; and
and (ij) agrees that the provisions in this Section 10.15 10.12 and the definition of “Financing Entities” (and any other definition set forth in, or any other provision of, provisions of this Agreement to the extent that an amendment, waiver or other a modification of such definition or other provision thereof would amend, waive or otherwise modify affect the substance of this Section 10.15 or any of the definition of “Financing Parties”foregoing) shall not be amended, waived or otherwise modified, in each case, in any way adverse to the Financing Entities Sources without the prior written consent of the Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void)Sources.
Appears in 1 contract
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries Global Payments under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) Global Payments with respect to any debt financing arrangements in connection with the Merger Merger, including the Commitment Letters (the “Financing Documents”), each of Versum and EntegrisTSYS, on behalf of itself, its Subsidiaries and each of its controlled Affiliatesaffiliates, hereby:
(a) agrees that any ProceedingProceeding involving the Financing Parties, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Entities, in any way arising out of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of 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 expressly provided in the Financing Documents;
(c) agrees not to bring or support or permit any of its affiliates 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 Financing Entity Party in any way arising out of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
(d) agrees that service of process upon such PartyTSYS, its Subsidiaries or its controlled Affiliates affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.69.5;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 Financing Entities in any way arising out of or relating to, this Agreement, the Financing Documents 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 any Party or any of its Subsidiaries or any of their respective Affiliates or Representatives in any way relating to or arising out of this Agreement, any Financing Documents to which such Party is not a party, 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;
(h) agrees that the Financing Entities are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in this Section 10.15; and
(i) agrees that the provisions in this Section 10.15 and the definition of “Financing Entities” (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or the definition of “Financing Parties”) shall not be amended, waived or otherwise modified, in each case, in any way adverse to the Financing Entities without the prior written consent of the Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void).
Appears in 1 contract
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegris, Company on behalf of itself, its Subsidiaries and each of its controlled Affiliates, Affiliates hereby:
: (a) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Financing Documents or any of the agreements entered into in connection with the 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, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 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 expressly provided in any agreement relating to the Financing Documents;
Financing, (c) agrees not to bring or support or permit any of its affiliates Affiliates 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 Financing Entity Party in any way arising out of or relating to to, this Agreement, the Financing Documents Financing, the 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 federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, (d) agrees that service of process upon such Partythe Company, its Subsidiaries or its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.6;
, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 Financing Entities Parties in any way arising out of or relating to, this Agreement, the Financing Documents Financing, the 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 Parties will have any liability to any Party the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives (in any way each case, other than Parent, Merger Sub or their respective Subsidiaries) relating to or arising out of this Agreement, any the Commitment Letter, the Financing Documents to which such Party is not a party, 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;
, (h) hereby waives any and all claims and causes of action against the Financing Parties relating to or arising out of this Agreement, the Commitment Letter, the 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, (i) agrees not to commence (and if commenced agree to dismiss or otherwise terminate, and not to assist) any Proceeding against any Financing Party under this Agreement, the Financing, the Commitment Letter or the transactions contemplated hereby or thereby, (j) agrees that the Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in of this Section 10.15; and
10.16, and (ik) agrees that the provisions in of this Section 10.15 10.16 and the definition definitions of “Financing Entities” and “Financing Parties” (and any other definition set forth in, or any other provision of, provisions of this Agreement to the extent that an amendment, waiver or other a modification of such definition or other provision thereof would amend, waive or otherwise modify affect the substance of this Section 10.15 or any of the definition of “Financing Parties”foregoing) shall not be amended, waived or otherwise modified, in each case, amended in any way manner adverse to the Financing Entities Parties without the prior written consent of the Financing Entities (Entities. Notwithstanding the foregoing, nothing in this Section 10.16 shall in any way limit or modify the rights and obligations of Parent and Merger Sub under this Agreement or any such amendment, waiver or other modification without such prior written consent shall be null Financing Entity’s obligations to Parent and void)Merger Sub under the Commitment Letter.
Appears in 1 contract
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and EntegrisCompany, on behalf of itself, its Subsidiaries and each of its controlled Affiliates, hereby:
: (a) agrees that any Proceedinglegal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Financing Documents Debt Financing, the Debt Commitment Letter, the Definitive Agreements or any of the performance thereof or the Transactions or the transactions contemplated hereby or thereby or the performance of any services thereunder thereby, shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 Proceeding legal action to the exclusive jurisdiction of such court;
, (b) agrees not to bring or support or permit any of its Subsidiaries or its Affiliates to bring or support any legal action, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Parties in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Agreements or the performance thereof or the Transactions or the transactions contemplated thereby in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (c) agrees that service of process upon the Company, its Subsidiaries or its Affiliates in any such legal action shall be effective if notice is given in accordance with the terms hereof, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such court, (e) agrees that any such Proceeding legal 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 stateany other jurisdiction), except as otherwise expressly provided in any agreement relating to the Debt Financing Documents;
(c) agrees not and except to bring or support or permit any of its affiliates the extent relating to bring or support any Proceeding the interpretation of any kind or description, whether provisions in law this Agreement (including any provision in the Debt Commitment Letter or in equity, whether in contract or in tort or otherwise, against any Financing Entity in any way arising out Definitive Agreements that expressly specifies that the interpretation of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
(d) agrees that service of process upon such Party, its Subsidiaries or its controlled Affiliates in any such Proceeding provisions shall be effective if notice is given governed by and construed in accordance with Section 10.6;
(e) irrevocably waivesthe law of the State of Delaware), 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 Law any rights or claims to trial by jury in any Proceeding such legal action brought against the Debt Financing Entities Parties in any way arising out of or relating to, this Agreement, the Financing Documents Debt Financing, the Debt Commitment Letter, the Definitive Agreements or the performance thereof or the Transactions or the transactions contemplated thereby, (g) agrees that it shall not and shall not permit any of its Subsidiaries, its Affiliates or their respective Representatives to seek any action for specific performance against any of the transactions contemplated hereby Debt Financing Parties relating to or thereby in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Agreements or the performance of any services thereunder;
thereof or the Transactions or the transactions contemplated thereby, and (gh) agrees that none of the Debt Financing Entities will Parties shall have any liability to any Party the Company, its Subsidiaries, its Affiliates or any of its Subsidiaries or any of their respective Affiliates or Representatives in any way relating to or arising out of this Agreement, any Financing Documents to which such Party is not a partythe Debt Financing, the Debt Commitment Letter, the Definitive Agreements or any of the performance thereof or the Transactions or the transactions contemplated hereby thereby (subject to the last sentence of this Section 8.16), (i) agrees that Parent and Merger Sub may assign their respective rights and obligations hereunder (while remaining liable for their obligations hereunder) to the Debt Financing Parties pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or thereby or otherwise assigning as collateral in respect of the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise;
Debt Financing and (hj) agrees that the Debt Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15; and
(i) agrees 8.16, Section 8.7, Section 8.9, Section 8.10, and that the such agreements, provisions in this Section 10.15 and Sections and the definition definitions of “Debt Financing Entities” (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or the definition of “Debt Financing Parties”) ” shall not be amended, modified or waived or otherwise modified, in each case, in any way adverse to the Debt Financing Entities Parties without the prior written consent of the Debt Financing Entities and shall survive the Closing Date. Notwithstanding the foregoing, nothing in this Section 8.16 shall in any way limit or modify the rights and obligations of Parent or Merger Sub under this Agreement, or any Debt Financing Party’s obligations under the Debt Commitment Letter (or, following the Closing Date the rights of the Company and its Subsidiaries against the Debt Financing Parties with respect to the Debt Financing or any such amendment, waiver of the transactions contemplated thereby or other modification without such prior written consent shall be null and voidany services thereunder following the Closing Date).. [Signature page follows]
Appears in 1 contract
Samples: Merger Agreement (Iteris, Inc.)
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegris, Company on behalf of itself, its Subsidiaries and each of its controlled Affiliates, Affiliates hereby:
: (a) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Financing Documents or any of the agreements entered into in connection with the 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, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 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 expressly provided in any agreement relating to the Financing Documents;
Financing, (c) agrees not to bring or support or permit any of its affiliates Affiliates 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 Financing Entity Party in any way arising out of or relating to to, this Agreement, the Financing Documents Financing, the 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 federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, (d) agrees that service of process upon such Partythe Company, its Subsidiaries or its controlled Affiliates in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.6;
8.7, (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 the Financing Entities Parties in any way arising out of or relating to, this Agreement, the Financing Documents Financing, the 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 Parties will have any liability to any Party the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives (in any way each case, other than Parent, Merger Sub or their respective Subsidiaries) relating to or arising out of this Agreement, any the Commitment Letter, the Financing Documents to which such Party is not a party, 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;
, (h) hereby waives any and all claims and causes of action against the Financing Parties relating to or arising out of this Agreement, the Commitment Letter, the 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, (i) agrees not to commence (and if commenced agree to dismiss or otherwise terminate, and not to assist) any Proceeding against any Financing Party under this Agreement, the Financing, the Commitment Letter or the transactions contemplated hereby or thereby, (j) agrees that the Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in of this Section 10.15; and
8.15, and (ik) agrees that the provisions in of this Section 10.15 8.15 and the definition definitions of “Financing Entities” and “Financing Parties” (and any other definition set forth in, or any other provision of, provisions of this Agreement to the extent that an amendment, waiver or other a modification of such definition or other provision thereof would amend, waive or otherwise modify affect the substance of this Section 10.15 or any of the definition of “Financing Parties”foregoing) shall not be amended, waived or otherwise modified, in each case, amended in any way manner adverse to the Financing Entities Parties without the prior written consent of the Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void)Entities.
Appears in 1 contract
Samples: Merger Agreement (KMG Chemicals Inc)
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegris, Great Canadian on behalf of itself, its Subsidiaries subsidiaries and each of its controlled Affiliates, hereby:
affiliates and each other Party hereto hereby acknowledge and irrevocably: (a) agrees agree that any Proceedingproceeding or action, whether in law Law or in equity, whether in contract or in tort or otherwise, involving against any of the Debt Financing EntitiesSources Related Parties, in any way arising out of or in any way relating to to, this Agreement, the Debt Financing Documents or any of the transactions contemplated hereby by this Agreement, including but not limited to any dispute arising out of or thereby relating in any way to the Debt Commitment Letter or the performance of any services thereunder shall thereof will be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, New York and any appellate court thereof and each party Party hereto irrevocably submits for itself and its property with respect to any such Proceeding proceeding or action to the exclusive jurisdiction of such court;
, (b) agrees agree that any such Proceeding shall proceeding or action will 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 otherwise expressly provided in the Financing Documents;
(c) agrees agree not to bring or support or permit any of its affiliates 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 Financing Entity in any way arising out of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder such proceeding in any forum other than any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, (d) agrees that service of process upon such Party, its Subsidiaries or its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.6;
(e) irrevocably waiveswaive, 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;
, (fe) knowingly, intentionally and voluntarily waives waive to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Financing Entities in any way arising out of or relating to, this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance respect of any services thereunder;
such proceeding or action, (gf) agrees agree that none of the Debt Financing Entities Sources Related Parties will have any liability to any Party Great Canadian or any of its Subsidiaries subsidiaries or any of their respective Affiliates controlled affiliates or Representatives in any way relating to or arising out of this Agreement, any the Debt Financing Documents to which such Party is not a party, or any of the transactions contemplated hereby or thereby or the performance of any services thereunderotherwise, whether in law Law or in equity, whether in contract or in tort or otherwise;
otherwise and neither Great Canadian or any of its subsidiaries or any of their respective controlled affiliates or Representatives will have any rights or claims against any of the Debt Financing Sources Related Parties hereunder or thereunder; provided; however, that notwithstanding the foregoing, nothing in this Section 9.12 shall in any way limit or modify the rights and obligations of any Debt Financing Sources or the Guarantors to RAC pursuant to, and subject to the terms and conditions of, any Commitment Letters (hand any definitive documents related thereto) agrees and (g) agree that the Debt Financing Entities Sources Related Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in of Section 8.2, Section 8.3, Section 9.1, Section 9.2, Section 9.3, Section 9.8, this Section 10.15; and
(i) agrees 9.12 and Section 9.13 and that the such provisions in this Section 10.15 and the definition definitions of “Debt Commitment Letter”, “Debt Financing”, “Debt Financing EntitiesSources” and “Debt Financing Sources Related Parties” (and any other definition set forth in, or any other provision of, of this Agreement to the extent that an amendmenta modification, waiver or other modification termination of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or any of the definition of “Financing Parties”foregoing provisions) shall and that the foregoing provisions will not be amended, waived or otherwise modified, in each case, modified in any way adverse to the any Debt Financing Entities Sources Related Party without the prior written consent of the such Debt Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void)Sources Related Party.
Appears in 1 contract
Samples: Arrangement Agreement
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegris, Seller on behalf of itself, its Subsidiaries and each of its controlled Affiliates, Affiliates hereby:
: (a) agrees that any ProceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Financing Documents 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 shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 Proceeding 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 expressly provided in the Financing Documents;
Debt Commitment Letter or other applicable definitive document relating to the Debt Financing, (c) agrees not to bring or support or permit any of its affiliates controlled Affiliates to bring or support any Proceeding Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Entity Party in any way arising out of or relating to to, this Agreement, the Financing Documents 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 in any forum other than any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, (d) agrees that service of process upon such PartySeller, its Subsidiaries or its controlled Affiliates in any such Proceeding Action or proceeding shall be effective if notice is given in accordance with Section 10.6;
11.07, (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;
, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding Action brought against the Financing Entities Parties in any way arising out of or relating to, this Agreement, the Financing Documents 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;
, (g) waives any rights or claims of any kind or nature (whether in law or in equity, in contract, in tort or otherwise) the Seller, its Subsidiaries and/or each of its controlled Affiliates may have against any Financing Party (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) (in each case other than Purchaser) relating to this Agreement, the Financing, the Commitment Letter, the Definitive Agreements, or the transactions contemplated hereby or thereby or the performance of any services thereunder, (h) agrees that none of the Financing Entities Parties will have any liability to any Party Seller or any of its Subsidiaries or any of their respective controlled Affiliates or Representatives (in any way each case, other than Purchaser) relating to or arising out of this Agreement, any Financing Documents to which such Party is not a partythe 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;
, or for any claim made by the Seller, its Subsidiaries or each of its controlled Affiliates (hin each case other than against Purchaser) based on, in respect of, or by reason of, this Agreement, the Financing, the Commitment Letter, the Definitive Agreements, or the transactions contemplated hereby or thereby or the performance of any services thereunder, including, but not limited to, any dispute relating to, or arising from this Agreement, the Financing, the Commitment Letter, the Definitive Agreements, or the transactions contemplated hereby or thereby or the performance of any services thereunder, (i) 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 Party (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) (in each case other than Purchaser) in connection with this Agreement, the Financing, the Commitment Letter, the Definitive Agreement, or any of the transactions contemplated hereby or thereby or the performance of the services thereunder and (j) agrees that the Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in of this Section 10.15; and
(i) agrees 11.15, and that the such provisions in this Section 10.15 and the definition of “Financing EntitiesParties” (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or the definition of “Financing Parties”) Sources” shall not be amended, waived or otherwise modified, in each case, amended in any way adverse to the Financing Entities Parties without the prior written consent of the Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void)Parties.
Appears in 1 contract
Samples: Equity and Asset Purchase Agreement (CURO Group Holdings Corp.)
Financing Parties. Notwithstanding anything in this Agreement to the contrarycontrary (including Section 9.7, but in all cases subject to Section 9.10, Section 9.11, Section 9.13 and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubtSection 9.14), the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and EntegrisCompany, on behalf of itself, its Subsidiaries and each of its controlled Affiliatesaffiliates, hereby:
: (a) agrees that any Proceedinglegal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Financing Documents Debt Financing, the Debt Commitment Letter, the Definitive Agreements or any of the performance thereof or the Transactions or the transactions contemplated hereby or thereby or the performance of any services thereunder thereby, shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 Proceeding legal action to the exclusive jurisdiction of such court;
, (b) agrees that any such Proceeding legal 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 expressly provided in any agreement relating to the Debt Financing Documents;
(c) agrees not and except to bring or support or permit any of its affiliates the extent relating to bring or support any Proceeding the interpretation of any kind or description, whether provisions in law this Agreement (including any provision in the Debt Commitment Letter or in equity, whether in contract or in tort or otherwise, against any definitive documentation related to the Debt Financing Entity in any way arising out that expressly specifies that the interpretation of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
(d) agrees that service of process upon such Party, its Subsidiaries or its controlled Affiliates in any such Proceeding provisions shall be effective if notice is given governed by and construed in accordance with Section 10.6;
the law of the State of Delaware), (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;
(fc) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law any rights or claims to trial by jury in any Proceeding such legal action brought against the Debt Financing Entities Parties in any way arising out of or relating to, this Agreement, the Financing Documents Debt Financing, the Debt Commitment Letter, the Definitive Agreements or any of the performance thereof or the Transactions or the transactions contemplated hereby or thereby or the performance of any services thereunder;
thereby, (gd) agrees that none of the Debt Financing Entities will Parties shall have any liability to any Party the Company or any of its Subsidiaries or any of their respective Affiliates controlled affiliates or Representatives in any way relating to or arising out of this Agreement, any Financing Documents to which such Party is not a partythe Debt Financing, the Debt Commitment Letter, the Definitive Agreements or any of the performance thereof or the Transactions or the transactions contemplated hereby or thereby or (subject to the performance last sentence of any services thereunderthis Section 9.21), whether in law or in equity, whether in contract or in tort or otherwise;
and (he) agrees that the Debt Financing Entities Parties are express third third-party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in of this Section 10.15; and
(i9.21 and Section 7.2(f) agrees and that the provisions in Section 7.2(f) and this Section 10.15 and the definition of “Financing Entities” 9.21 (and any other definition set forth in, or any other provision of, in this Agreement to the extent that an amendment, waiver or other modification amendment of such definition or other provision would amend, waive or otherwise modify the substance provisions of Section 7.2(f)) and this Section 10.15 or the definition of “Financing Parties”9.21) shall may not be amended, waived or otherwise modified, amended in each case, in any way a manner materially adverse to the Debt Financing Entities Parties without the prior written consent of the Debt Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 9.21 shall in any way limit or modify the rights and obligations of Parent or Merger Sub under this Agreement, or any such amendmentDebt Financing Party’s obligations under the Debt Commitment Letter, waiver or other modification without such prior written consent shall be null the rights of the Company and void).its Subsidiaries against the Debt Financing Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date. [Signature page follows]
Appears in 1 contract
Financing Parties. Notwithstanding anything to the contrary contained in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”)Agreement, each of Versum and Entegris, on behalf of itself, its Subsidiaries and each of its controlled Affiliates, hereby:
the parties hereto: (a) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Entities, in any way arising out of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does it will not have subject matter jurisdiction, in any state court located in the City and County of 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 expressly provided in the Financing Documents;
(c) agrees not to bring or support or permit any of its affiliates to bring or support any Proceeding person in any action, suit, proceedings, 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 of the Financing Entity Parties (which defined term for the purposes of this provision shall include the Financing Parties and their respective Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Credit Agreement but excluding Buyer or any of its Affiliates) in any way arising out of or relating to this Agreement, the Financing Documents Agreement or any of the transactions contemplated hereby by this Agreement, including, but not limited to, any dispute arising out of or thereby relating in any way to the Credit Agreement or the performance of any services thereunder thereof or the financings contemplated thereby, in any forum other than any Federal court of the United States of America sitting federal and New York state courts located in the Borough of Manhattan orwithin New York City; (b) agrees that, if that court does not have subject matter jurisdictionexcept as specifically set forth in the Credit Agreement or the documents evidencing the financings contemplated by the Credit Agreement, all claims or causes of action (whether at law, in any state court located equity, in the City and County of New York;
(dcontract, in tort or otherwise) agrees that service of process upon such Party, its Subsidiaries or its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.6;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 Financing Entities in any way arising out of or relating to, this Agreement, the Financing Documents 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 any Party or any of its Subsidiaries or any of their respective Affiliates or Representatives Parties in any way relating to or arising out of this Agreement, any Financing Documents to which such Party is not a party, or any of the transactions contemplated hereby or thereby Credit Agreement or the performance thereof or the financings contemplated thereby, 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 rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (c) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any services thereunder, litigation (whether in law or in equity, whether in contract or in tort or otherwise;
) directly or indirectly arising out of or relating in any way to the Credit Agreement or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (hi) agrees that Seller, its stockholders, their Representatives and their respective subsidiaries, Affiliates, directors, officers, employees, agents partners, managers or members shall not have any rights or claims against any Financing Parties, 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 Credit Agreement or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, or in tort or otherwise and (ii) no Financing Parties shall have any liability (whether in contract, in tort or otherwise) to any of Seller, its stockholders, their Representatives their respective subsidiaries, Affiliates, directors, officers, employees, agents partners, managers or members 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 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 Credit Agreement or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, after the Closing, the Financing Entities are express third Parties shall be third-party beneficiaries of, and may enforceshall be entitled to, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in this Section 10.15; and
(i) agrees that the provisions in this Section 10.15 and the definition of “Financing Entities” (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance protections of this Section 10.15 or the definition of “Financing Parties”) shall not be amended, waived or otherwise modified, in each case, in any way adverse to the Financing Entities without the prior written consent of the Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void)provision.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Rentech Nitrogen Partners, L.P.)
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegristhe Parties to this Agreement, on behalf of itself, its Subsidiaries itself and each of its controlled Affiliates, hereby:
hereby (a) agrees that it will not bring or support any Proceedingaction, cause of action, claim, suit, litigation, cross-claim or third-party claim or any proceeding, whether in law or in equity, whether in contract or in tort or otherwiseotherwise against any Debt Financing Source, involving the Financing Entities, in any way arising out of or relating to to, this Agreement, the Financing Documents or any of the agreements (including the Debt Financing Letters and definitive debt financing agreements) entered into in connection with the 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, and shall be brought and heard and determined in any forum other than exclusively in, any Federal court of in the United States District Court for the Southern District of America New York sitting in the Borough County of Manhattan orNew York, New York (and appellate courts thereof) or if that such court does not have subject matter jurisdiction, in any state court located in the City and Supreme Court of the State of New York, County of New York, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Proceeding proceeding to the exclusive jurisdiction of such court;
courts, and 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 such courts, (b) agrees that any such 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 otherwise expressly provided in the Financing Documents;
(c) agrees not to bring or support or permit any of its affiliates 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 Financing Entity in any way arising out of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
(d) agrees that service of process upon such Party, its Subsidiaries or its controlled Affiliates person in any such Proceeding proceeding shall be effective if notice is given in accordance with Section 10.6;
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 the Financing Entities in any way arising out of or relating to, this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder;
(gd) agrees that notwithstanding anything to the contrary contained herein, none of the Financing Entities will have any liability to any Party or Company, any of its Subsidiaries Affiliates or any of their respective Affiliates stockholders, partners, members, officers, directors, employees, controlling persons, agents and Representatives shall have any rights or Representatives in claims against any way Debt Financing Source relating to or arising out of this Agreement, the Financing, the Debt Financing Letters, any Financing Documents to which such Party is not a party, definitive debt financing agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in at law or in equity, whether in contract or contract, in tort or otherwise;
, (he) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY PROCEEDING BROUGHT AGAINST ANY DEBT FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE FINANCING, THE DEBT FINANCING LETTERS, ANY DEFINITIVE DEBT FINANCING AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER and (f) agrees that the Debt Financing Entities Sources are express third third-party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement herein reflecting the foregoing agreements in this Section 10.15; and
9.16 (i) agrees that the and such provisions in this Section 10.15 (and the definition of “Financing Entities” definitions used in such provisions (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of as used in such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or the definition of “Financing Parties”provisions)) shall not be amended, modified, waived or otherwise modified, in each case, terminated in any way respect that is adverse in any material respect to the Debt Financing Entities Sources without the prior written consent of the applicable Debt Financing Entities Sources (and any such amendment, modification, waiver or other modification termination without such prior written consent shall be null and void)). This Section 9.16 shall not limit the rights of the parties to the Financing under the Debt Financing Letters or other definitive debt financing agreement.
Appears in 1 contract
Samples: Merger Agreement (Kellanova)
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegris, Company on behalf of itself, its Subsidiaries and each of its controlled Affiliates, Affiliates hereby:
: (a) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Committed Financing Documents and/or any Replacement Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Committed Financing and/or any Replacement 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, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 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 expressly provided in the Commitment Letter or other applicable definitive document relating to the Committed Financing Documents;
and/or any Replacement Financing, (c) agrees not to bring or support or permit any of its affiliates Affiliates 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 Financing Entity Party in any way arising out of or relating to to, this Agreement, the Committed Financing Documents and/or any Replacement Financing, the 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 federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, (d) agrees that service of process upon such Partythe Company, its Subsidiaries or its controlled Affiliates in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.6;
9.6, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 Financing Entities Parties in any way arising out of or relating to, this Agreement, the Committed Financing Documents and/or any Replacement Financing, the 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 Parties will have any liability to any Party the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives (in any way each case, other than Parent and its Subsidiaries) relating to or arising out of this Agreement, the Committed Financing and/or any Financing Documents to which such Party is not a partyReplacement Financing, the 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;
otherwise and (h) agrees that the Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in of this Section 10.15; and
(i) agrees 9.15 and that the such provisions in this Section 10.15 and the definition of “Financing EntitiesParties” (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or the definition of “Financing Parties”) shall not be amended, waived or otherwise modified, in each case, amended in any way adverse to the Financing Entities Parties without the prior written consent of the Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void).Parties
Appears in 1 contract
Samples: Merger Agreement (Univar Inc.)
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and EntegrisCompany, on behalf of itself, its Subsidiaries and each of its controlled Affiliates, hereby:
: (a) agrees that any Proceedinglegal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Financing Documents Debt Financing, the Debt Commitment Letter, the Definitive Agreements or any of the performance thereof or the Transactions or the transactions contemplated hereby or thereby or the performance of any services thereunder thereby, shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 Proceeding legal action to the exclusive jurisdiction of such court;
, (b) agrees not to bring or support or permit any of its Subsidiaries or its Affiliates to bring or support any legal action, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Parties in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Agreements or the performance thereof or the Transactions or the transactions contemplated thereby in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (c) agrees that service of process upon the Company, its Subsidiaries or its Affiliates in any such legal action shall be effective if notice is given in accordance with the terms hereof, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such court, (e) agrees that any such Proceeding legal 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 stateany other jurisdiction), except as otherwise expressly provided in any agreement relating to the Debt Financing Documents;
(c) agrees not and except to bring or support or permit any of its affiliates the extent relating to bring or support any Proceeding the interpretation of any kind or description, whether provisions in law this Agreement (including any provision in the Debt Commitment Letter or in equity, whether in contract or in tort or otherwise, against any Financing Entity in any way arising out Definitive Agreements that expressly specifies that the interpretation of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
(d) agrees that service of process upon such Party, its Subsidiaries or its controlled Affiliates in any such Proceeding provisions shall be effective if notice is given governed by and construed in accordance with Section 10.6;
(e) irrevocably waivesthe law of the State of Delaware), 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 Law any rights or claims to trial by jury in any Proceeding such legal action brought against the Debt Financing Entities Parties in any way arising out of or relating to, this Agreement, the Financing Documents Debt Financing, the Debt Commitment Letter, the Definitive Agreements or the performance thereof or the Transactions or the transactions contemplated thereby, (g) agrees that it shall not and shall not permit any of its Subsidiaries, its Affiliates or their respective Representatives to seek any action for specific performance against any of the transactions contemplated hereby Debt Financing Parties relating to or thereby in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Agreements or the performance of any services thereunder;
thereof or the Transactions or the transactions contemplated thereby, and (gh) agrees that none of the Debt Financing Entities will Parties shall have any liability to any Party the Company, its Subsidiaries, its Affiliates or any of its Subsidiaries or any of their respective Affiliates or Representatives in any way relating to or arising out of this Agreement, any Financing Documents to which such Party is not a partythe Debt Financing, the Debt Commitment Letter, the Definitive Agreements or any of the performance thereof or the Transactions or the transactions contemplated hereby thereby (subject to the last sentence of this Section 8.16), (i) agrees that Parent and Merger Sub may assign their respective rights and obligations hereunder (while remaining liable for their obligations hereunder) to the Debt Financing Parties pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or thereby or otherwise assigning as collateral in respect of the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise;
Debt Financing and (hj) agrees that the Debt Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15; and
(i) agrees 8.16, Section 8.7, Section 8.9, Section 8.10, and that the such agreements, provisions in this Section 10.15 and Sections and the definition definitions of “Debt Financing Entities” (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or the definition of “Debt Financing Parties”) ” shall not be amended, modified or waived or otherwise modified, in each case, in any way adverse to the Debt Financing Entities Parties without the prior written consent of the Debt Financing Entities and shall survive the Closing Date. Notwithstanding the foregoing, nothing in this Section 8.16 shall in any way limit or modify the rights and obligations of Parent or Merger Sub under this Agreement, or any Debt Financing Party’s obligations under the Debt Commitment Letter (or, following the Closing Date the rights of the Company and its Subsidiaries against the Debt Financing Parties with respect to the Debt Financing or any such amendment, waiver of the transactions contemplated thereby or other modification without such prior written consent shall be null and voidany services thereunder following the Closing Date).
Appears in 1 contract
Samples: Merger Agreement (Iteris, Inc.)
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and EntegrisCompany, on behalf of itself, itself and its Subsidiaries and each of its controlled AffiliatesAffiliates and their respective Representatives (collectively, the “Company Parties”) hereby:
: (a) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, directly involving the Financing EntitiesParties, in any way arising out of or relating to this Agreement, any Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, of any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court federal or New York State courts located in the City and County of 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 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)York, except as expressly otherwise expressly provided in any applicable commitment letter or other applicable definitive document relating to the Financing Documents;
Financing; (c) agrees not to bring or support or permit any of its affiliates controlled Affiliates 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 Financing Entity Party in any way arising out of or relating to this Agreement, the Financing Documents Financing, any 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 New York State court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York; (d) agrees that service of process upon such Party, its Subsidiaries or its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.6;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court;
; (fe) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Applicable Law trial by jury in any Proceeding brought against the Financing Entities Parties in any way arising out of or relating to, to this Agreement, the Financing Documents Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder;
; (gf) agrees that none of the Financing Entities Parties will have any liability to any Party or any of its Subsidiaries or any of their respective Affiliates or Representatives in any way the Company Parties relating to or arising out of this Agreement, the Financing, any Financing Documents to which such Party is not a party, 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 (hg) agrees that (and each other Party agrees that) the Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in of this Section 10.15; and
(i) agrees that the 8.18, and such provisions in this Section 10.15 and the definition of “Financing EntitiesParties” (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or the definition of “Financing Parties”) Financing” shall not be amended, waived or otherwise modified, in each case, amended in any way adverse to the Financing Entities Parties without the prior written consent of the Financing Entities Parties. Notwithstanding the foregoing, nothing in this Section 8.18 shall in any way limit or modify (i) the rights and obligations of Parent under this Agreement, (ii) any Financing Party’s obligations under any commitment letter relating thereto, to the other parties party thereto on the terms and conditions set forth therein, or (iii) following the Effective Time, solely to the extent the Company and/or any of its Subsidiaries are parties to the Financing at such amendmenttime, waiver or other modification without such prior written consent shall be null and void)the rights of the Company and/or its Subsidiaries that are party to the Financing.
Appears in 1 contract
Samples: Arrangement Agreement (Masonite International Corp)
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but noteach party hereto, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegris, including Seller on behalf of itself, its Subsidiaries and each of its controlled Affiliates, Affiliates hereby:
: (a) agrees that any Proceedingproceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties, in any way arising out of or relating to this Agreement, the Financing Documents or any of the agreements entered into in connection with the 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, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 Proceeding proceeding to the exclusive jurisdiction of such court;
, (b) agrees that any such 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 otherwise expressly provided in any agreement relating to the Financing Documents;
Financing, (c) agrees not to bring or support or permit any of its affiliates controlled Affiliates to bring or support any Proceeding proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Entity Party in any way arising out of or relating to this Agreementthe Financing, the Financing Documents Commitment Letters 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 of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, (d) agrees that service of process upon such Party, its Subsidiaries or its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.6;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding proceeding in any such court;
, (fe) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding proceeding brought against the Financing Entities Parties in any way arising out of or relating to, this Agreementto the Financing, the Financing Documents Commitment Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder;
, (gf) agrees that that, subject to the rights of the Buyer under the Debt Commitment Letters, none of the Financing Entities Parties will have any liability to any Party or any of its Subsidiaries or the parties hereto, and none of the parties hereto, nor any of their respective Affiliates shall have any rights, claims or Representatives in causes of action against any way of the Financing Parties, relating to or arising out of this Agreement, any the Financing Documents to which such Party is not a party, 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 any such claims, rights and causes of action are waived, disclaimed and released in full, and (hg) agrees that the Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in this Section 10.15; and
(i) agrees that the provisions in this Section 10.15 and the definition of “Financing Entities” (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or 10.20, and that such provisions and the related definitions, including the definition of “Financing Parties”) ” shall not be amended, waived or otherwise modified, in each case, amended in any way manner adverse to the Financing Entities Parties without the prior written consent of the Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void)Entities.
Appears in 1 contract
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries Parent under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) Parent with respect to any debt financing arrangements in connection with the Merger Merger, including the Debt Commitment Letter (the “Financing Documents”), each of Versum and Entegristhe Company, on behalf of itself, its Subsidiaries and each of its controlled Affiliatesaffiliates, hereby:
(a) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties, in any way arising out of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of 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 expressly provided in the Financing Documents;
(c) agrees not to bring or support or permit any of its affiliates 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 Financing Entity Party in any way arising out of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
(d) agrees that service of process upon such Partythe Company, its Subsidiaries or its controlled Affiliates affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.69.3;
(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 Financing Entities Parties in any way arising out of or relating to, this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder;
(g) agrees that none of the Financing Entities Parties will have any liability to any Party the Company or any of its Subsidiaries or any of their respective Affiliates affiliates or Representatives (in each case, other than Parent or its Subsidiaries) in any way relating to or arising out of this Agreement, any the Financing Documents to which such Party is not a party, 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 waives any and all claims and causes of action against the Financing Parties in any way relating to or arising out of the foregoing;
(h) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate, and not to assist) any Proceeding against, or otherwise make or seek to enforce any claims against or seek to recover any monetary damages from, any Financing Party under or in connection with this Agreement, the Financing Documents or the transactions contemplated hereby or thereby;
(i) agrees that the Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 9.5 and any of the provisions in this Agreement reflecting the agreements in this Section 10.159.5; and
(ij) agrees that the provisions in this Section 10.15 9.5 and the definition definitions of “Financing Parties” and “Financing Entities” (and any other definition set forth in, or any other provision of, provisions of this Agreement to the extent that an amendment, waiver or other a modification of such definition or other provision thereof would amend, waive or otherwise modify affect the substance of this Section 10.15 or any of the definition of “Financing Parties”foregoing) shall not be amended, waived or otherwise modified, in each case, in any way adverse to the Financing Entities Parties without the prior written consent of the Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void)Entities.
Appears in 1 contract
Samples: Merger Agreement (SRC Energy Inc.)
Financing Parties. Notwithstanding anything in this Agreement to the contrarycontrary (including Section 8.4, but in all cases subject to Section 8.5, Section 8.6 and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubtSection 8.11), the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and EntegrisCompany, on behalf of itself, its Subsidiaries and each of its controlled Affiliates, hereby:
: (a) agrees that any Proceedinglegal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Financing Documents Debt Financing, the Debt Commitment Letters, the Definitive Agreements or any of the performance thereof or the transactions contemplated hereby or thereby or the performance of any services thereunder thereby, shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 Proceeding legal action to the exclusive jurisdiction of such court;
, (b) agrees that any such Proceeding legal 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 expressly provided in any agreement relating to the Debt Financing Documents;
(c) agrees not and except to bring or support or permit any of its affiliates the extent relating to bring or support any Proceeding the interpretation of any kind or description, whether provisions in law this Agreement (including any provision in the Debt Commitment Letters or in equity, whether in contract or in tort or otherwise, against any definitive documentation related to the Debt Financing Entity in any way arising out that expressly specifies that the interpretation of or relating to this Agreement, the Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
(d) agrees that service of process upon such Party, its Subsidiaries or its controlled Affiliates in any such Proceeding provisions shall be effective if notice is given governed by and construed in accordance with Section 10.6;
the law of the State of Delaware), (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;
(fc) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law any rights or claims to trial by jury in any Proceeding such legal action brought against the Debt Financing Entities Parties in any way arising out of or relating to, this Agreement, the Financing Documents Debt Financing, the Debt Commitment Letters, the Definitive Agreements or any of the performance thereof or the transactions contemplated hereby or thereby or the performance of any services thereunder;
thereby, (gd) agrees that none of the Debt Financing Entities will Parties shall have any liability to any Party the Company or any of its Subsidiaries or any of their respective controlled Affiliates or Representatives in any way relating to or arising out of this Agreement, any Financing Documents to which such Party is not a partythe Debt Financing, the Debt Commitment Letters, the Definitive Agreements or any of the performance thereof or the transactions contemplated hereby or thereby or (subject to the performance last sentence of any services thereunderthis Section 8.15), whether in law or in equity, whether in contract or in tort or otherwise;
and (he) agrees that the Debt Financing Entities Parties are express third third-party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in of this Section 10.15; and
(i8.15 and Section 7.3(d) agrees and Section 7.3(f), and that the provisions in Section 7.3(d), Section 7.3(f) and this Section 10.15 and the definition of “Financing Entities” 8.15 (and any other definition set forth in, or any other provision of, in this Agreement to the extent that an amendment, waiver or other modification amendment of such definition or other provision would amend, waive or otherwise modify the substance provisions of Section 7.3(d), Section 7.3(f) or this Section 10.15 or the definition of “Financing Parties”8.15) shall may not be amended, waived or otherwise modified, amended in each case, in any way a manner materially adverse to the Debt Financing Entities Parties without the prior written consent of the Debt Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.15 shall in any way limit or modify the rights and obligations of Parent under this Agreement, or any such amendmentDebt Financing Party’s obligations under the Debt Commitment Letters, waiver or other modification without such prior written consent shall be null the rights of the Company and void)its Subsidiaries against the Debt Financing Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.
Appears in 1 contract
Samples: Merger Agreement (Arconic Corp)
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubtSellers, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with Equityholder Representative and the Merger (the “Financing Documents”)Company, each of Versum and Entegris, on behalf of itself, its Subsidiaries and each of its controlled Affiliates, Affiliates hereby:
: (a) agrees that any Proceedingaction or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Financing Documents or any of the agreements entered into in connection with the 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, and shall be brought and heard and determined exclusively in, any Federal court of the United States District Court for the Southern District of America New York sitting in the Borough of Manhattan or, (or if that such court does not have lacks subject matter jurisdiction, in any state court located the Supreme Court of the State of New York sitting in the City and County Borough of New YorkManhattan), and any appellate court from any thereof and each party hereto irrevocably submits itself and its property with respect to any such Proceeding action or proceeding to the exclusive jurisdiction of such court;
, (b) agrees that any such Proceeding 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 otherwise expressly provided in any agreement relating to the Financing Documents;
Financing, (c) agrees not to bring or support or permit any of its affiliates controlled Affiliates to bring or support any Proceeding action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Entity Party in any way arising out of or relating to to, this Agreement, the Financing Documents or any commitment letter, engagement letter or any other agreement entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Federal federal (to the extent permitted by law) or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, (d) agrees that service of process upon such Partythe Sellers, its the Equityholder Representative and the Company, and each of their respective Subsidiaries or its their respective controlled Affiliates in any such Proceeding action or proceeding shall be effective if notice is given in accordance with Section 10.6;
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 Proceeding 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 action or proceeding brought against the Financing Entities Parties in any way arising out of or relating to, this Agreement, the Financing Documents or any commitment letter, engagement letter or any other agreement entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder;
, (g) agrees that none of the Financing Entities Parties will have any liability to any Party the Sellers, the Equityholder Representative, the Company or any of its their respective Subsidiaries or any of their respective controlled Affiliates or Representatives in any way relating to or arising out of this Agreement, the Financing or any commitment letter, engagement letter or any other agreement entered into in connection with the Financing Documents to which such Party is not a party, 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;
, (h) hereby waives any and all claims and causes of action against the Financing Parties relating to or arising out of this Agreement, the Financing or any commitment letter, engagement letter or any other agreement entered into in connection with the 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, (i) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate, and not to assist) any action or proceeding against any Financing Party under this Agreement, the Financing or any commitment letter, engagement letter or any other agreement entered into in connection with the Financing or the transactions contemplated hereby or thereby, (j) agrees that the Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in of this Section 10.15; and
12.11, and (ik) agrees that the provisions in of this Section 10.15 12.11 and the definition definitions of “Financing Entities” and “Financing Parties” (and any other definition set forth in, or any other provision of, provisions of this Agreement to the extent that an amendment, waiver or other a modification of such definition or other provision thereof would amend, waive or otherwise modify affect the substance of this Section 10.15 or any of the definition of “Financing Parties”foregoing) shall not be amended, waived or otherwise modified, in each case, amended in any way manner adverse to the Financing Entities Parties without the prior written consent of the Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void)Entities.
Appears in 1 contract
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegris, Company on behalf of itself, its Subsidiaries itself and each of its controlled Affiliates, hereby:
: (a) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Debt Financing Documents 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, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 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 expressly provided in the Financing Documents;
Debt Commitment Letter or other applicable definitive documents relating to the Debt Financing, (c) agrees not to bring or support or permit any of its affiliates controlled Affiliates 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 Financing Entity Party in any way arising out of or relating to to, this Agreement, the Financing Documents 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 federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, (d) agrees that service of process upon such Party, the Company or its Subsidiaries or its controlled Affiliates in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.6;
(e) 7.7 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;
, (e) agrees that only Parent and Purchaser (or, at and after the Effective Time, the Company and its Subsidiaries) shall be permitted to bring any claim (including any claim for specific performance) against a Financing Party for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of any of the agreements entered into in connection with the Debt Financing (including the Debt Commitment Letter), and that none of the Company, the Subsidiaries of the Company or any of their respective controlled Affiliates (except at or after the Effective Time as an Affiliate of Purchaser) shall be entitled to seek the remedy of specific performance with respect to Parent’s, the Purchaser’s or their respective Affiliates’ rights under such agreements against the Financing Parties party thereto, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Financing Entities Parties in any way arising out of or relating to, this Agreement, the Financing Documents 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 Parties will have any liability to any Party the Company or any of its Subsidiaries or any of their respective controlled Affiliates or Representatives (in any way each case, other than Parent, Purchaser or their respective Subsidiaries) relating to or arising out of this Agreement, any Financing Documents to which such Party is not a partythe 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;
otherwise and (h) agrees that the Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the foregoing agreements in Section 6.3 and this Section 10.15; and
(i) agrees 7.15, and that the such provisions in this Section 10.15 and the definition of “Financing EntitiesParties” (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or the definition of “Financing Parties”) shall not be amended, waived or otherwise modified, in each case, amended in any way adverse to the Financing Entities Parties without the prior written consent of the Financing Entities Entities. In addition, the Company and its Subsidiaries and their respective controlled Affiliates, hereby (a) waive any rights or claims the Company or any of the foregoing parties may have against any of the Financing Parties in connection with this Agreement, the Debt Financing or the Debt Commitment Letter, whether at law or equity, in contract, in tort or otherwise, and (b) agree not to commence (and if commenced agree to dismiss or otherwise terminate and not to assist) any such amendmentaction, waiver arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or other modification without such prior written consent proceeding against any Financing Party in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby or thereby. Notwithstanding the foregoing, nothing in this Section 7.15 shall be null in any way limit or modify (i) the rights and void)obligations of Parent or Purchaser under this Agreement or any Financing Party’s obligations to Parent or Purchaser under the Commitment Letters or (ii) following the Closing Date, the rights of the Company and its Subsidiaries against the Financing Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder.
Appears in 1 contract
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to the Company and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and EntegrisCompany OP, on behalf of itself, its Subsidiaries themselves and each of its controlled Affiliatestheir respective Subsidiaries, hereby:
: (a) agrees agree that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Debt Financing Documents 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, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 Proceeding to the exclusive jurisdiction of such court;
, (b) agrees agree that any such 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 otherwise expressly provided in the Financing Documents;
Debt Commitment Letter or other applicable definitive document relating to the Debt Financing, (c) agrees agree not to bring or support or permit any of its affiliates 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 Financing Entity Party in any way arising out of or relating to to, this Agreement, the Financing Documents 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 federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, (d) agrees agree that service of process upon such Partythe Company, its Company OP and their respective Subsidiaries or its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.6;
8.7, (e) irrevocably waiveswaive, 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 waive to the fullest extent permitted by applicable law Law trial by jury in any Proceeding brought against the Financing Entities Parties in any way arising out of or relating to, this Agreement, the Financing Documents Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder;
, (g) agrees agree that none of the Financing Entities Parties will have any liability to any Party or any of its Subsidiaries the Company, Company OP or any of their respective Affiliates or Representatives in any way Subsidiaries relating to or arising out of this Agreement, any Financing Documents to which such Party is not a partythe 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;
otherwise and (h) agrees agree that the Financing Entities Parties are express third third-party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in of this Section 10.15; and
(i) agrees 8.15, and that the such provisions in this Section 10.15 and the definition of “Financing EntitiesParties” (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or the definition of “Financing Parties”) shall not be amended, waived or otherwise modified, in each case, amended in any way adverse to the Financing Entities Parties without the prior written consent of the Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and void)Entities.
Appears in 1 contract
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party and/or any of its Subsidiaries under and pursuant to any commitment letter or any definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (the “Financing Documents”), each of Versum and Entegris, Company on behalf of itself, its the Company Subsidiaries and each of its controlled Affiliates, affiliates hereby:
: (a) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties, in any way arising out of or relating to to, this Agreement, the Financing Documents or any of the agreements entered into in connection with the 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, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and 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 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 expressly provided in any agreement relating to the Financing Documents;
Financing, (c) agrees not to bring or support or permit any of its affiliates 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 Financing Entity Party in any way arising out of or relating to to, this Agreement, the Financing Documents 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 of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, (d) agrees that service of process upon such Partythe Company, its the Company Subsidiaries or its controlled Affiliates affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.6;
11.3, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 Financing Entities Parties in any way arising out of or relating to, this Agreement, the Financing Documents Financing, or any of the transactions contemplated hereby or thereby or the performance of any services thereunder;
, (g) agrees that none of the Financing Entities Parties will have any liability to any Party the Company or any of its the Company Subsidiaries or any of their respective Affiliates affiliates or Representatives (in any way each case, other than Buyer or the Company Subsidiaries) relating to or arising out of this Agreement, any the Financing Documents to which such Party is not a party, 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;
, (h) waives any and all claims and causes of action against the Financing Parties relating to or arising out of this Agreement, the 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, (i) agrees not to commence (and if commenced agree to dismiss or otherwise terminate, and not to assist) any Proceeding against any Financing Party under this Agreement, the Financing or the transactions contemplated hereby or thereby, (j) agrees that the Financing Entities Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the agreements in of this Section 10.15; and
11.15, and (ik) agrees that the provisions in of this Section 10.15 11.15 and the definition definitions of “Financing Entities” and “Financing Parties” (and any other definition set forth in, or any other provision of, provisions of this Agreement to the extent that an amendment, waiver or other a modification of such definition or other provision thereof would amend, waive or otherwise modify affect the substance of this Section 10.15 or any of the definition of “Financing Parties”foregoing) shall not be amended, waived or otherwise modified, in each case, amended in any way manner adverse to the Financing Entities Parties without the prior written consent of the Financing Entities (Entities. Notwithstanding the foregoing, nothing in this Section 11.15 shall in any way limit or modify the rights and obligations of Buyer under this Agreement or any such amendment, waiver or other modification without such prior written consent shall be null and void)Financing Entity’s obligations to Buyer under any Financing agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Masonite International Corp)
Financing Parties. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the rights and claims of any Party Parent, Buyer and/or any of its Subsidiaries or Affiliates under and pursuant to any commitment letter the Debt Commitment Letter or any the definitive agreement entered into by such Party (but not, for the avoidance of doubt, the other Party or any of its Subsidiaries) with respect to any financing arrangements in connection with the Merger (Debt Financing, the “Financing Documents”), each of Versum and Entegris, Company on behalf of itself, its Subsidiaries and each of its controlled AffiliatesAffiliates and its Representatives, Stockholders and Optionholders hereby:
: (a) agrees that any Proceedingaction, suit or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties and each of the respective former, in any way current or future directors, officers, Affiliates, employees, partners or advisors of the foregoing (“Related Parties”), arising out of or relating to to, this Agreement, the Debt Commitment Letter, the Debt Financing Documents 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 shall be subject to the exclusive jurisdiction of, and shall be brought and heard and determined exclusively in, of any Federal federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdictionNew York, in any state court located in the City and County of New York, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Proceeding action, suit or proceeding to the exclusive jurisdiction of such court;
, (b) agrees that any such Proceeding action, suit 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 otherwise expressly provided in the Financing Documents;
Debt Commitment Letter or other applicable definitive document relating to the Debt Financing, (c) agrees not to bring or support or permit any of its affiliates to bring or support any Proceeding action, suit or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Entity Party or Related Party in any way arising out of or relating to to, this Agreement, the Financing Documents 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 federal or state court of the United States of America sitting in the Borough of Manhattan orManhattan, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York;
, New York, (d) agrees that service of process upon such Partythe Company, its Subsidiaries or its controlled Affiliates affiliates in any such Proceeding action, suit or proceeding shall be effective if notice is given in accordance with Section 10.6;
10.08, (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, suit 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 action, suit or proceeding brought against the Financing Entities Parties or Related Parties in any way arising out of or relating to, this Agreement, the Financing Documents 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 Parties or Related Parties will have any liability to any Party the Company or any of its Subsidiaries subsidiaries or any of their respective Affiliates affiliates or Representatives in any way Representatives, Stockholders or Optionholders relating to or arising out of this Agreement, any Financing Documents to which such Party is not a partythe 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;
, (h) agrees that the Financing Entities Parties and Related Parties are express third party beneficiaries of, and may enforce, this Section 10.15 and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15; and
10.17 and such provisions and (i) agrees that the provisions in this Section 10.15 10.17 and the definition of “Financing EntitiesParties” (and any other definition set forth in, or any other provision of, this Agreement to the extent that an amendment, waiver or other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 10.15 or the definition of “Financing Parties”) shall not be amended, waived or otherwise modified, in each case, amended in any way adverse to the Financing Entities Parties without the prior written consent of the Financing Entities (and any such amendment, waiver or other modification without such prior written consent shall be null and voidParties).
Appears in 1 contract
