Common use of Liability of Financing Sources Clause in Contracts

Liability of Financing Sources. (a) Notwithstanding anything herein to the contrary, (i) the Company and each of the other parties hereto agrees that any claim, controversy or dispute of any kind or nature (whether based upon contract, tort or otherwise) against a Financing Source that is in any way related to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby, including any such dispute arising out of or relating in any way to the Financing shall be governed by, and construed in accordance with, the laws of the State of New York; provided that in any such claim, controversy or dispute (x) the interpretation of the definition of Material Adverse Effect and whether there shall have occurred a Material Adverse Effect, (y) whether the Acquisition (as defined in the Debt Commitment Letter) has been consummated as contemplated by this Agreement and (z) the determination of whether the representations and warranties made by the Acquired Business (as defined in the Debt Commitment Letter) or any of its affiliates are accurate and whether as a result of any inaccuracy of any such representations and warranties the Parent or Purchaser, as applicable, has the right to terminate Parent’s and Purchaser’s obligations, or has the right not to consummate the Acquisition, under this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof and (ii) the Company (on behalf of itself and its Affiliates and their respective officers, directors, employees, members, managers, partner and controlling persons) and each of the other parties hereto (A) agrees that it will not bring or support 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 the Financing Sources in any way relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in 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 in the County of New York (and appellate courts thereof), (B) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (C) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 9.8 shall be effective service of process against it for any such action brought in any such court, (D) waives and hereby irrevocably waives, to the fullest

Liability of Financing Sources. (a) Notwithstanding anything herein to the contrary, (i) the Company and each of the other parties hereto agrees that any claim, controversy or dispute of any kind or nature (whether based upon contract, tort or otherwise) against a Financing Source that is in any way related to this Agreement, the Debt Financing, the Debt Commitment Letter Agreement or any of the transactions contemplated herebyTransactions, including any such dispute arising out of or relating in any way to the Debt Financing or the definitive agreements with respect thereto, shall be governed by, and construed in accordance with, the laws of the State of New YorkYork without regard to conflict of law principles; provided provided, that in any such claim, controversy or dispute (x) the interpretation of the definition provisions of Material Adverse Effect and whether there shall have occurred a Material Adverse Effectthis Agreement (including with respect to satisfaction of the conditions contained herein, (y) whether the Acquisition (as defined in the Debt Commitment Letter) has been consummated as contemplated by this Agreement Agreement, the interpretation of the definition of Company Material Adverse Effect and whether there shall have occurred (zor could reasonably be expected to occur) a Company Material Adverse Effect), (y) the determination of whether the representations and warranties made by the Acquired Business Target (as defined in the Debt Commitment Letter) or any of its affiliates in this Agreement are accurate and whether as a result of any inaccuracy of any such representations and warranties the Parent or Purchaser, as applicable, has the right to terminate Parent’s and Purchaser’s obligations, or has the right not to consummate the Acquisition, under this AgreementAgreement and (z) all issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules thereto shall be governed by, by and construed in accordance with, with the domestic laws of the State of Delaware, regardless Delaware without regard to conflict of law principles that would result in the application of the laws that might otherwise govern under applicable principles law of conflicts of laws thereof any other state and (ii) the Company (on behalf of itself and its Affiliates and their respective officers, directors, employees, members, managers, partner and controlling persons) and each of the other parties hereto (A) agrees that it will not, and will cause its Affiliates and each of its and its Affiliates’ Representatives not to bring or support any action, cause of action, claim, cross-claim or third-third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, the Debt Financing, the Debt Commitment Letter Agreement or any of the transactions contemplated hereby or therebyTransactions, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in 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 in the County of New York (and appellate courts thereof), (B) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (C) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 9.8 shall be effective service of process against it for any such action brought in any such court, (D) waives and hereby irrevocably waives, to the fullestfullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, (E) 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 applicable law and (F) agrees to irrevocably waive and hereby waives any right to a trial by jury in any such action to the same extent such rights are waived pursuant to Section 9.5(c). (b) Notwithstanding anything herein to the contrary, the Company acknowledges and agrees, on behalf of itself and its Affiliates and each Representative thereof, that it and its Affiliates and each Representative thereof shall not have any rights or claims against any Financing Source in connection with this Agreement, the Debt Financing or the definitive agreements with respect thereto or the transactions contemplated hereby or thereby; provided, that following the Closing, the foregoing will not limit the rights of the parties to the Debt Financing under the Debt Commitment Letter and Parent Credit Facility. In addition, in no event will any Financing Source be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature. (c) The Company (on behalf of itself and its Affiliates and each Representative thereof (as each of the foregoing is determined prior to the Closing Date)): (i) hereby waives any claims or rights against any Financing Source, and agrees that the Financing Sources shall have no liability to the Company, relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Parent Credit Facility and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise arising prior to the Closing Date; (ii) hereby agrees not to commence prior to the Closing Date any suit, action or proceeding against any Financing Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, the Parent Credit Facility and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise; and (iii) hereby agrees to cause any suit, action or proceeding asserted against any Financing Source prior to the Closing Date by or on behalf of the Company, any of its Affiliates or any Representative thereof (as each of the foregoing is determined prior to the Closing Date) in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, the Parent Credit Facility and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated.

Liability of Financing Sources. (a) Notwithstanding anything herein to the contrary, (i) the Company (on behalf of itself and each Company Related Person) and each of the other parties hereto agrees that any claim, controversy or dispute of any kind or nature (whether based upon contract, tort or otherwise) against a Financing Source that is in any way related to this Agreement, the Debt Financing, the Debt Commitment Letter Agreement or any of the transactions contemplated hereby, including any such dispute arising out of or relating in any way to the Financing shall be governed by, and construed in accordance with, the laws of the State of New YorkYork without regard to conflict of law principles (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law); provided that in any such claim, controversy or dispute (x) the interpretation of the definition of Material Adverse Effect and whether there shall have occurred or not a Material Adverse EffectEffect has occurred, (y) whether the determination of the accuracy of any Acquisition Agreement Target Representations (as defined in the Debt Commitment Letter) has been consummated and whether as a result of any inaccuracy thereof Purchaser or its Affiliates have the right to terminate its obligations under this Agreement, or to decline to consummate the transactions contemplated by this Agreement hereby and (z) the determination of whether the representations and warranties made by transactions contemplated hereby have been consummated in accordance with the Acquired Business (as defined in the Debt Commitment Letter) or any terms of its affiliates are accurate and whether as a result of any inaccuracy of any such representations and warranties the Parent or Purchaser, as applicable, has the right to terminate Parent’s and Purchaser’s obligations, or has the right not to consummate the Acquisition, under this Agreement, in each case, shall be governed by, and construed and interpreted solely in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of Delaware without giving effect to conflicts of laws thereof principles that would result in the application of the Law of any other state and (ii) the Company (on behalf of itself and its Affiliates and their respective officers, directors, employees, members, managers, partner and controlling personseach Company Related Person) and each of the other parties hereto (A) agrees that it will not bring or support 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 the Financing Sources in any way relating to this Agreement, the Debt Financing, the Debt Commitment Letter Agreement or any of the transactions contemplated hereby or therebyhereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in 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 in the County of New York (and appellate courts thereof), (B) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (C) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 9.8 12.04 shall be effective service of process against it for any such action brought in any such court, (D) waives and hereby irrevocably waives, to the fullestfullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (E) 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. (b) Notwithstanding anything to the contrary contained herein, the Company (on behalf of itself and each Company Related Person (other than Purchaser and MIFSA)) agrees that neither it nor any other Company Related Person (other than Purchaser and MIFSA) shall have any rights or claims against any Financing Source in connection with this Agreement, the Financing or the transactions contemplated hereby or thereby; provided that, following the Closing, the foregoing will not limit the rights of the parties to the Financing under the Debt Financing Documents. In addition, in no event will any Financing Source be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature.