Common use of Financing Sources Clause in Contracts

Financing Sources. No Financing Source shall have any liability to the Company or any of its Subsidiaries for any obligations or liabilities of the parties hereto or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Notwithstanding any provision of this Agreement, in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related Party”), and the Company agrees (i) that none of the Financing Sources will have any liability to Company Related Party relating to or arising out of this Agreement, the 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 and (ii) not to, and to cause its Company Related Parties not to, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach of the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise sxx, the Financing Sources for any reason, whether in law or in equity, whether in contract or in tort or otherwise, including in connection with the Debt Commitment Letter or the obligations of Financing Sources thereunder. Nothing in this Section 8.14‎ shall in any way limit or qualify the obligations and liabilities of the parties to the Debt Commitment Letter to each other or in connection therewith. (Signature page follows)

Financing Sources. No Financing Source shall have any liability Notwithstanding anything to the Company or any of its Subsidiaries for any obligations or liabilities contrary contained in this Agreement, each of the parties hereto hereto: (a) agrees that it will not bring or for support any person in any action, suit, proceeding, cause of action, claim, cross-claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or in respect third-party claim of any oral representations made kind or alleged to be made in connection herewith. Notwithstanding any provision of this Agreement, in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related Party”), and the Company agrees (i) that none of the Financing Sources will have any liability to Company Related Party relating to or arising out of this Agreement, the 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 and (ii) not to, and to cause its Company Related Parties not to, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach of the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise sxx, the Financing Sources for any reasondescription, whether in law or in equity, whether in contract or in tort or otherwise, including in connection with against any of the Debt Commitment Letter or the obligations of Financing Sources thereunder. Nothing in this Section 8.14‎ shall in any way limit relating to this Agreement or qualify the obligations and liabilities any of the parties transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitment Letter Financing, in any forum other than the federal and New York State courts located in the Borough of Manhattan of the City of New York; (b) agrees that 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 each the Debt Financing shall be exclusively governed by, and construed in accordance with, the Laws of the State of New York; and (c) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, (d) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any 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 Financing, (e) that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in any applicable agreement pertaining to the Debt Financing will be effective service of process against them for any such legal action or proceeding brought in any such court, and (f) agrees that no Financing Source shall be subject to special, consequential, punitive or indirect damages or damages of a tortious nature. Notwithstanding anything to the contrary contained in this Agreement, (i) the Company and its Subsidiaries, their Affiliates, their and their Affiliates’ directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against any Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Financing, whether at law or equity, in contract, in tort or otherwise and (ii) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to the Company and its Subsidiaries, their Affiliates, their and their 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 Financing or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. (Signature page follows)Notwithstanding anything to the contrary contained in this Agreement, the Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of, this ‎Section 8.17.

Financing Sources. No Notwithstanding anything herein to the contrary, the Company (on behalf of itself, each of its affiliates and any of their and their affiliates’ respective equity-holders, partners, members, affiliates, directors, officers, employees, agents and representatives) hereby waives any rights or claims against the Financing Sources in connection with this Agreement or the Debt Financing, whether at law or equity, in contract, in tort or otherwise and each of the Company (on behalf of itself, each of its subsidiaries and any of their respective equity-holders, partners, members, affiliates, directors, officers, employees, agents and representatives (collectively with the Company, the Company Related Parties)) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any proceeding against any Financing Source in connection with this Agreement or the transactions contemplated hereby (including any proceeding relating to the Debt Financing). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Financing Source shall have any liability for any losses to the Company or any subsidiary thereof (or any of their respective equity-holders, partners, members, affiliates, directors, officers, employees, agents and representatives) in connection with this Agreement or the transactions contemplated hereby, and no Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature. In no event shall the Company or any of its Subsidiaries for any obligations or liabilities of the parties hereto or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Notwithstanding any provision of this Agreement, in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related Party”)Affiliates, and the Company agrees (i) that none of the Financing Sources will have any liability not to Company Related Party relating to or arising out of this Agreement, the 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 and (ii) not to, and to cause its Company Related Parties Affiliates not to, (xa) seek to enforce this Agreement against, make any claims for breach of this Agreement Agreements against, or seek to recover monetary damages from, any Financing Source or of (yb) seek to enforce the commitment commitments against, make any claims for breach of the Debt Commitment Letter Financing commitments against, or seek to recover monetary damages from, or otherwise sxxxxx, the Financing Sources for any reason, whether in law or in equity, whether in contract or in tort or otherwise, including in connection with the Debt Commitment Letter Financing commitments or the obligations of Financing Sources the lenders thereunder. Nothing in this Section 8.14‎ 10.12 shall in any way expand the circumstances in which the Buyer may be liable under this Agreement or as a result of the transactions contemplated hereby (including as a result of the Debt Financing). Nothing in this Section 10.12 shall in any way Page 47 limit or qualify the obligations and liabilities of the Financing Sources and the other parties to the Debt Commitment Letter Financing (or the definitive documents entered into pursuant thereto) to each other thereunder or in connection therewith. (Signature page follows).

Financing Sources. The Purchasers, the Sellers and their respective Subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the performance of any financing commitments with respect to the transactions contemplated hereby, whether at law or equity, in contract, in tort or otherwise. No Financing Source shall have any liability (whether at law or equity, in contract or in tort or otherwise) to the Company Purchasers, the Sellers or any of its Subsidiaries their respective Subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of the parties any party hereto under this Agreement or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of and thereby, including any oral representations made or alleged to be made in connection herewith. Notwithstanding any provision of this Agreement, in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related Party”), and the Company agrees (i) that none of the Financing Sources will have any liability to Company Related Party relating to or dispute arising out of this Agreement, or relating in any way to the Debt Financing, performance of any financing commitment (whether or not arising under the Debt Commitment Letter or any of related agreements). Without prejudice to the transactions contemplated hereby or thereby or preceding sentences in this Section 10.20, notwithstanding anything herein to the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (ii) not to, and to cause its Company Related Parties not tocontrary, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach each of the Debt Commitment Letter againstParties hereby agrees that it will not bring any action, cause of action, claim, cross-claim, third-party claim or seek to recover monetary damages from, other Proceeding of any kind or otherwise sxx, the Financing Sources for any reasondescription, whether in law or in equity, whether in contract or in tort or otherwise, including in connection with the Debt Commitment Letter or the obligations of against any Financing Sources thereunder. Nothing in this Section 8.14‎ shall Source in any way limit relating to this Agreement or qualify the obligations and liabilities any of the parties transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Commitment Letter Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law jurisdiction is vested in Federal courts, the United States District Court for the Southern District of New York (or appellate courts thereof) and each such action, cause of action, claim, cross-claim, third-party claim or Proceeding shall be governed by the law of the State of New York and (y) each of the Parties hereby irrevocably waives all right to each other trial by jury in any such action, cause of action, claim, cross-claim, third-party claim or Proceeding described in connection therewith. the preceding clause (Signature page followsx).

Financing Sources. No Financing Source shall have any liability In the event that Purchaser elects to obtain Debt Financing, notwithstanding anything in this Agreement to the Company contrary, none of Sellers or any of its Subsidiaries for their Affiliates or Representatives, or each of their successors or permitted assigns, shall have, and Sellers hereby waive, any obligations rights or liabilities claims against each of the parties hereto Financing Sources in connection with this Agreement, any Debt Commitment Letter, the Debt Financing or for any claim (whether in tort, contract or otherwise), based on, in respect of, of any other document or by reason of, any of the transactions contemplated hereby or thereby in connection with the Debt Financing, whether at law or equity, in contract, in tort or otherwise, or in respect of any oral or written representations made or alleged to be made in connection herewith. Notwithstanding herewith or therewith and each Seller (on behalf of itself, its Affiliates and any provision of its or their respective Related Persons) agrees not to commence any Action or Proceeding against any Financing Source in connection with this Agreement, in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related Party”), and the Company agrees (i) that none of the Financing Sources will have any liability to Company Related Party relating to or arising out of this AgreementDebt Commitment Letter, the Debt Financing, the Debt Commitment Letter Financing or in respect of any other document or any of the transactions contemplated hereby or thereby or theory of law or equity. In furtherance and not in limitation of the performance foregoing waiver, it is acknowledged and agreed that no Financing Source shall have any liability to the Sellers (or any of their respective Related Persons) in connection with this Agreement, any Debt Commitment Letter, or the Debt Financing or in respect of any services thereunder, whether in law other document or in equity, whether in contract or in tort or otherwise and (ii) not to, and to cause its Company Related Parties not to, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach of the Debt Commitment Letter against, transactions contemplated hereby or seek to recover monetary damages from, or otherwise sxx, the Financing Sources for any reason, whether in law or in equity, whether in contract or in tort or otherwise, including thereby in connection with the Debt Commitment Letter or Financing. Without limiting the obligations foregoing, the Financing Sources, their respective Affiliates and their respective successors and permitted assigns shall be beneficiaries of Financing Sources thereunderall limitations on remedies and damages in this Agreement that apply to Purchaser hereto and are express third party beneficiaries of this Section 11.20. Nothing in this Section 8.14‎ shall 11.20, will limit the rights of Purchaser in any way limit or qualify the obligations and liabilities respect of the parties to Debt Financing under any commitment letter, related fee letters or any definitive documentation in respect of the Debt Commitment Letter to each other or in connection therewith. (Signature page follows)foregoing.

Financing Sources. No member of the Company Group shall have any rights or claims against any Financing Source in respect of any dispute arising out of or relating in any way to the Financing Facility or the performance thereof or the financings contemplated thereby, whether at law or in equity, whether in contract, in tort or otherwise and no Financing Source shall have any rights or claims against the Company Group in respect of any dispute arising out of or relating in any way to the Financing Facility or the performance thereof or the financings contemplated thereby, whether at law or in equity, whether in contract, in tort or otherwise and (b) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to any member of the Company or any of its Subsidiaries Group for any obligations or liabilities of the parties hereto any party or for any claim (whether in tort, contract or otherwise), 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 be have been made in connection herewith. Notwithstanding herewith or therewith, including any provision of this Agreement, in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related Party”), and the Company agrees (i) that none of the Financing Sources will have any liability to Company Related Party relating to or dispute arising out of this Agreement, or relating in any way to the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby Financing Facility or the performance of any services thereunderthereof or the financings contemplated thereby, whether in at law or in equity, whether in contract or contract, in tort or otherwise and (ii) not tootherwise, and no member of the Company Group shall have any liability (whether in contract, in tort or otherwise) to cause its Company Related Parties not to, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source for any obligations or (y) seek to enforce the commitment againstliabilities of any party or for any claim based on, make any claims for breach of the Debt Commitment Letter againstin respect of, or seek to recover monetary damages from, or otherwise sxxby 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 Financing Sources for any reasonFacility or the performance thereof or the financings contemplated thereby, whether in at law or in equity, whether in contract or contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, including the Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of this Section 9.14, in connection each case, with respect to their respective rights hereunder and thereunder. For the Debt Commitment Letter avoidance of any doubt, this Section 9.14 does not alter, modify, supplement or change, in any respect, the rights and obligations of the Financing Sources thereunderSource set forth in the Financing Facility to Parent and its successors and assigns. Nothing For purposes of the foregoing, “Company Group” means (i) the Company, (ii) each of the Company’s Subsidiaries, and their respective Affiliates and (iii) the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any Person named in clauses (i) and (ii), and (iv) any future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any of the foregoing. For the avoidance of doubt, nothing in this Section 8.14‎ 9.14 shall in any way limit or qualify otherwise alter the obligations and liabilities rights of the parties to the Debt Commitment Letter to each other Company Group against Parent or in connection therewith. (Signature page follows)Merger Sub.

Financing Sources. No (a) Notwithstanding anything to the contrary in this Agreement, subject to the rights of parties to the Debt Commitment Letter in accordance with the terms thereof, none of the Financing Source Sources (solely in their capacity as Financing Sources under the Debt Commitment Letter) shall have any liability to the Company or any of its Subsidiaries for any obligations or liabilities of the parties any party hereto (solely in their capacities as such) under this Agreement or for any claim (whether at law or equity, in tortcontract, contract tort or otherwise), ) based on, in respect of, or by reason ofof (or in any way relating to), the transactions contemplated hereby hereby, including, but not limited to, any dispute arising out of or relating in respect of any oral representations made way to the Debt Commitment Letter, the transactions contemplated thereby or alleged the performance thereof and the parties hereto agree not to be made assert any such claim or bring any action, suit or proceeding in connection herewithwith any such claim against any Financing Source. Notwithstanding anything herein to the contrary, subject to the rights of the parties to the Debt Commitment Letter under the terms thereof, none of the parties hereto, nor any provision of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Sources or any Affiliate thereof, solely in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholderscapacities as lenders or arrangers or agent in connection with the Debt Financing. Table of Contents (b) Notwithstanding anything to the contrary in this Agreement, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related Party”), and each of the Company parties hereto agrees (i) that none all claims or causes of the Financing Sources will have any liability to Company Related Party relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunderaction, whether in law or in equity, whether in contract or in tort or otherwise and (ii) not to, and to cause its Company Related Parties not to, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach of the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise sxx, the Financing Sources for any reason, whether in at law or in equity, whether in contract or in tort or otherwise, including against any of the Financing Sources in connection with any way relating to the Debt Commitment Letter or the obligations 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 (ii) it will not bring or support any action (whether at law, in equity, in contract, in tort or otherwise) against the Financing Sources thereunder. Nothing in this Section 8.14‎ shall in any way limit relating to this Agreement or qualify the obligations and liabilities any of the parties transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof) and hereby irrevocably and unconditionally waives any right such party may have to each other a trial by jury in respect of any litigation, whether at law or in connection therewithequity, whether in contract or in tort or otherwise, directly or indirectly arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby. (Signature page follows)The Financing Sources and their respective successors and permitted assigns are intended third-party beneficiaries of this Section 8.15.

Financing Sources. No Subject, in each case, to the rights and claims of Parent, HospitalCo Parent and their respective Affiliates party thereto (if any) under the terms of the respective Financing Source Commitments and Definitive Agreements, (i) each of the parties hereto and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against and this Agreement may not be enforced against any of the Financing Sources in any way relating to this Agreement, any Debt Commitment Letter or any of the transactions contemplated by this Agreement or by any Debt Commitment Letter, including any dispute arising out of or relating in any way to the performance of any financing commitments of such Financing Sources with respect to the transactions contemplated hereby or by any Debt Commitment Letter, whether at law or equity, in contract or in tort, or otherwise and (ii) no Financing Sources shall have any liability (whether at law or in equity, in contract or in tort, or otherwise) to the Company or any of its Subsidiaries for any obligations or liabilities of the parties hereto or any of their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders under this Agreement or any Debt Commitment Letter or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or by any Debt Commitment Letter, including any dispute arising out of or relating in respect any way to the performance of any oral representations made financing commitments, including the Debt Financing. The Company Related Parties hereby waive any and all claims and causes of action (whether in contract or alleged to be made in connection herewith. Notwithstanding any provision of this Agreementtort, in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related Party”), and the Company agrees (ilaw or in equity) that none of against the Financing Sources will have any liability to Company Related Party relating to or arising that may be based upon, arise out of or relate to this Agreement, the Debt Financing, the Debt Commitment Letter Letters 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 (ii) not to, and to cause its Company Related Parties not to, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach of including the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise sxx, the Financing Sources for any reason, whether in law or in equity, whether in contract or in tort or otherwise, including in connection with the Debt Commitment Letter or the obligations of Financing Sources thereunder. Nothing in this Section 8.14‎ shall in any way limit or qualify the obligations and liabilities of the parties to the Debt Commitment Letter to each other or in connection therewith. (Signature page followsFinancing).

Financing Sources. No Financing Source shall have any liability Notwithstanding anything to the Company or any of its Subsidiaries for any obligations or liabilities contrary in this Agreement, each of the parties hereto agrees that it will not bring or for support any claim (whether in tortaction, contract cause of action, claim, cross-claim, suit or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Notwithstanding any provision of this Agreement, in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives proceeding (each, a an “Company Related PartyAction”), and the Company agrees (i) that none including any action, cause of the Financing Sources will have any liability to Company Related Party relating to action, claim, cross-claim or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance third party claim of any services thereunder, whether in law kind or in equity, whether in contract or in tort or otherwise and (ii) not to, and to cause its Company Related Parties not to, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach of the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise sxx, the Financing Sources for any reasondescription, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement or the Financing Transaction, including any dispute arising out of or relating in any way to any agreement entered into by the Financing Sources in connection with the Debt Commitment Letter Financing Transaction or the obligations performance thereof, in any forum other than the Supreme Court of Financing Sources thereunderthe State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). Nothing The parties hereto further agree that all of the provisions of Section 10.13 relating to waiver of jury trial shall apply to any Action, including any action, cause of action, claim, cross-claim or third party claim referenced in this Section 8.14‎ shall 10.19. Notwithstanding anything in this Agreement to the contrary, each of the Company, the Sellers and Sellers’ Representative (and on behalf of any of their respective stockholders, partners, equity award holders, members, Affiliates, directors, officers, employees, representatives or agents) agrees that it will not bring or support any Action, including any action, 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 Sources or any of their respective Affiliates or any of such entities’ or their Affiliates’ respective former, current or future general or limited partners, shareholders, managers, members, directors, officers, employees, representatives or agents in connection with this Agreement, the Financing Transaction or in any way limit relating to this Agreement or qualify the obligations and liabilities any of the parties transactions contemplated hereby or the Financing Transaction, including any dispute arising out of or relating in any way to any agreement entered into by the Debt Commitment Letter Financing Sources in connection with the Financing Transaction or the performance thereof. For purposes of this Agreement, (i) “Financing Transaction” means the financing by Buyer or any of its Affiliates to each other obtain funds to be used to pay all or any portion of the payments contemplated by Article 1 and/or any of the fees and expenses related to or arising out of any of the transactions contemplated by this Agreement, and (ii) “Financing Sources” means any Person that provides, or has or in connection therewiththe future enters into any contract or agreement with Buyer or any of its Subsidiaries to provide, any of the Financing Transaction, any of such Person’s Affiliates and any of such Person’s or any of its Affiliates’ respective current, former or future officers, directors, employees, agents, representatives, stockholders, limited partners, managers, members or partners. (Signature page follows)For avoidance of doubt, the provisions of this Section 10.19 shall not apply to Buyer or its representatives as those matters are or will be addressed instead in the Commitment Letters or the definitive documentation for the Financing Transaction

Financing Sources. No Financing Source Subject to the Company’s right to specific performance to the extent set forth in Section 11.10, the Company’s right to receive payment of the Parent Termination Fee and such other amounts pursuant to Section 7.09(d) and Section 9.03(g) from Parent, and the guarantee thereof pursuant to the Limited Guarantee (including in respect of any breach by Sponsor, Parent or Sub), shall have any liability to be the sole and exclusive remedy of the Company or any of its Subsidiaries for any obligations Representatives or liabilities of the parties hereto or for any claim Affiliates (whether in tort, contract or otherwise), based on, in respect of, or by reason ofcollectively, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Notwithstanding any provision of this Agreement, in no event shall the Company, its Subsidiaries “Seller Group” and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related PartySeller Group Member”), and the Company agrees against (i) that none the Non-Recourse Parent Parties, (ii) any Financing Source, or (iii) any of the respective former, current, or future Affiliates or Representatives of the Financing Sources will (collectively, the “Parent Group” and each a “Parent Group Member”)), for all losses, claims or liabilities suffered by any Seller Group Member as a result of any breach of this Agreement by Parent or Sub or any breach of the other agreements contemplated hereby, including the Debt Commitment Letter, Limited Guarantee or the Equity Financing Commitment by any Person in the Parent Group party thereto, the failure of the Offer to be completed or the Merger to be consummated or in any other respect with respect to this Agreement or any other agreement contemplated hereby, and, subject to Section 11.11(e), upon payment of the Parent Termination Fee, none of the Parent Group Members shall have any further liability to Company Related Party or obligation relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter other agreements contemplated hereby or any of the transactions contemplated hereby or thereby under any theory or the performance of with respect to any services thereunderclaim, whether sounding in law or in equity, whether in contract . Without modifying or in tort or otherwise and (ii) not to, and to cause its Company Related Parties not to, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach of the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise sxx, the Financing Sources for any reason, whether in law or in equity, whether in contract or in tort or otherwise, including in connection with the Debt Commitment Letter or the obligations of Financing Sources thereunder. Nothing in this Section 8.14‎ shall qualifying in any way limit the preceding sentence or qualify implying any intent contrary thereto, for the obligations and liabilities avoidance of doubt, in no event shall any Seller Group Member be entitled to seek or obtain any other damages of any kind against any such Parent Group Member (including any of the parties Financing Sources), including consequential, special, indirect or punitive damages for, or with respect to, this Agreement or the Limited Guarantee or the transactions contemplated hereby and thereby (including, any breach by Parent or Sub), the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure. Immediately following receipt by the Company of the Parent Termination Fee, the Company shall cause all Seller Group Members to dismiss with prejudice any judicial or arbitral proceeding initiated by any of them with respect to this Agreement or the Limited Guarantee or the transactions contemplated hereby or thereby or the transactions contemplated hereby or thereby against any Parent Group Member. For the avoidance of doubt, in no event shall any Parent Group Member be subject to, nor shall any Seller Group Member, seek to recover, nor shall they accept, monetary damages in excess of the Parent Liability Limitation (it being understood that this limitation shall apply in the aggregate to the Debt Commitment Letter to each other or entire Seller Group), except as set forth in connection therewith. (Signature page followsSection 7.09(d) and Section 9.03(g).