Financing Source Arrangements Sample Clauses
The Financing Source Arrangements clause defines the terms and conditions under which a party secures funding or financing necessary to complete a transaction, such as a merger or acquisition. It typically outlines the obligations of the buyer to obtain financing, the disclosure of financing commitments, and the rights of the seller to review or rely on these arrangements. This clause ensures that the buyer has adequate financial resources to fulfill its obligations, thereby reducing the risk of transaction failure due to lack of funds.
Financing Source Arrangements. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto: (a) agrees that it will not bring or support any Person, or permit any of its Affiliates to bring or support any Person, in any Action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Person that has committed or subsequently commits to provide or otherwise enters into agreements in connection with providing debt financing to Holdings or any of its Affiliates (the “Financing Sources,” which defined term for the purposes of this provision shall include any administrative agent, any collateral agent, any arranger, any bookrunner, any existing or future lenders, their Affiliates and their and their Affiliates’ respective former, current and future equity holders, members, partners, controlling persons, officers, directors, employees, agents, advisors, attorneys and other representatives) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt Financing Commitment Letter, the Debt Financing Engagement Letter, or the performance thereof or the Debt Financing contemplated thereby, in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York; (b) agrees that, except as specifically set forth in the Debt Financing Commitment Letter or the Debt Financing Engagement Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources in any way relating to the Debt Financing Commitment Letter, the Debt Financing Engagement Letter 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 of 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 LITIGATION (WHETHER AT LAW OR IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT FINANCING COMMITMENT LET...
Financing Source Arrangements. Notwithstanding anything contained herein to the contrary, including Section 11.08, each of the parties hereto agrees that (a) any claim, suit, action or proceeding arising out of the transactions contemplated by this Agreement or the debt commitment letter, dated as of the date hereof, among Parent, Bank of America, N.A. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Debt Commitment Letter”), to the extent involving any party to the Debt Commitment Letter, any of the entities that have at any time committed to provide financing in connection with the Merger, or any of their respective Affiliates or Representatives (the “Financing Sources”), shall be subject to the exclusive jurisdiction of a state or federal court sitting in the County of New York, (b) it will not, and it will not permit any of its controlled Affiliates to, bring or support anyone else in bringing any claim, suit, action or proceeding in any other court, against any of the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, (c) it waives any right to trial by jury in respect of any such claim, suit, action or proceeding and (d) the parties to the Debt Commitment Letter and the Financing Sources are express third-party beneficiaries of this Section 11.10.