Lender Limitations Clause Samples
The Lender Limitations clause defines specific restrictions or boundaries on the actions, rights, or remedies available to a lender under an agreement. Typically, this clause may cap the amount a lender can recover, restrict the types of enforcement actions they can take, or limit their ability to demand certain remedies in the event of a default. For example, it might prevent a lender from seeking punitive damages or from accelerating a loan for minor breaches. The core function of this clause is to protect the borrower from overly broad or harsh lender actions, ensuring a balanced allocation of risk and preventing potential abuse of power by the lender.
Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto, on behalf of itself and its Affiliates: (a) agrees that it will not 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 at Law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Source Related Parties in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, 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, in any forum other than the federal or 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 Commitment Letter, all claims or causes of action (whether at Law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including the Debt Commitment Letter, 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 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 Original Merger Agreement, this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter, the performance thereof or the financings contemplated thereby. The Company also agrees that (i) neither it nor any other Group Company or any of its or their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders will bring any claims (other than, following the Closing, claims of the Group Companies or any of their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) against any Debt Financing S...
Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, (a) the Company, the Shareholders’ Representative and their respective Affiliates, directors, officers, employees, agents, partners, managers, members and shareholders will not have any rights or claims against any Debt Financing Party, in any way relating to this Agreement, the Debt Financing or in respect of any document or transactions contemplated hereby or thereby, or in respect of any oral or written representations made or alleged to have been made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, and (b) no Debt Financing Party will have any liability (whether in contract, in tort or otherwise) to the Company, the Shareholders’ Representative or their respective Affiliates, directors, officers, employees, agents, partners, managers, members, representatives and shareholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect any oral or written representations made or alleged to have been made in connection herewith, whether at law or equity, in contract, in tort or otherwise; provided that, notwithstanding clauses (a) and (b) above, the foregoing will not apply to or otherwise be binding upon Parent, Merger Sub and their respective Affiliates, directors, officers, employees, agents, partners, managers, members and shareholders. Notwithstanding anything to the contrary contained in this Agreement, the Debt Financing Parties are intended third-party beneficiaries of, and will be entitled to the protections of, this provision.
Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, subject to the rights of the parties to any Debt Commitment Letter, (a) Seller hereby acknowledges and agrees that neither Seller nor any of its Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall (i) have any rights or claims against any Debt Financing Sources in any way relating to this Agreement, any Debt Commitment Letter or any of the transactions contemplated hereby or thereby and (ii) commence any Action against any Debt Financing Source or any of their Affiliates or Representatives in connection with this Agreement, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby, and (b) no Debt Financing Source shall have any Liability (whether in Contract, in tort, in Law or in equity) to Seller or any of its Affiliates, directors, officers, employees, agents, partners, managers, members, representatives or stockholders for any obligations or liabilities under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby. This Section 10.19 shall not affect, alter or amend in any way the covenants and agreements between Seller and Buyer, or the obligations of Seller and Buyer, provided for in this Agreement (other than this Section 10.19), or the obligations of the non-Buyer parties under the Equity Commitment Letters.
Lender Limitations. Notwithstanding any provision of this Agreement to the contrary, (i) each Seller hereby agrees on its own behalf and on behalf of its Representatives that none of the Debt Providers shall have any liability or obligations to the Sellers nor any of their respective Representatives or permitted assigns relating to this Agreement or any transactions contemplated by this Agreement (including the Debt Financing), whether at law or equity, in contract, in tort or otherwise, and (ii) in no event shall the Sellers nor any of their Representatives seek to (A) enforce this Agreement against, make any claims for breach of this Agreement against, (B) enforce the commitments against or make any claims for breach of the Debt Commitment Letter against, or (C) recover monetary damages from, or otherwise s▇▇, any Debt Provider for the Debt Financing in connection with (x) this Agreement, (y) the Transactions or (z) the obligations of the Debt Providers for the Debt Financing under the Debt Commitment Letter. This Section 10.14 may not be amended or otherwise modified without the consent, not to be unreasonably withheld, of the Debt Providers.
Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, the Equityholders, the Company and its Subsidiaries and their respective Representatives shall not have any rights or claims against any Financing Sources Related Party, in any way relating to this Agreement, any Anticipated Financing or any of the transactions contemplated hereby or thereby, whether in law or in equity, in contract, tort or otherwise.