Common use of Limitation on Liability; Waiver of Claims Clause in Contracts

Limitation on Liability; Waiver of Claims. Notwithstanding anything to the contrary contained herein, Seller (on behalf of itself and any of its Affiliates and Representatives) hereby waives any rights or claims against any Financing Source in connection with this Agreement, the Debt Financing, the definitive documentation of the Debt Financing or in respect of any other document or theory of law or equity (whether in tort, contract or otherwise) or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith and Seller (on behalf of itself and any of its Affiliates and Representatives) agrees not to commence any Action or Proceeding against any Financing Source in connection with this Agreement, the Debt Financing, the definitive documentation of the Debt Financing or in respect of any other document or theory of law or equity and agrees to cause any such Action or Proceeding asserted by Seller (on behalf of itself and any of its Affiliates and Representatives) or any of its Affiliates or Representatives in connection with this Agreement, the Debt Financing, the definitive documentation of the Debt Financing or in respect of any other document or theory of law or equity against any Financing Source to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Source shall have any liability for any claims or damages to Seller or any of its Affiliates or Representatives in connection with this Agreement, the Debt Financing, the definitive documentation of the Debt Financing or the transactions contemplated hereby or thereby. This Section 13.19 is intended to benefit and may be enforced by the Financing Sources and shall be binding on all successors and assigns of Seller and its Affiliates.

Limitation on Liability; Waiver of Claims. Notwithstanding anything to the contrary contained herein, the Seller and the Company (on behalf of itself and any themselves, each of its their respective Affiliates and Representativesthe Group Companies) hereby waives any rights or claims against any Financing Source Party in connection with this Agreement, the Debt Commitment Letter, the Debt Financing, the definitive documentation of the Debt Financing financing agreements or in respect of any other document or theory of law or equity (whether in tort, contract or otherwise) or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith and the Seller and the Company (on behalf of itself and any of its themselves, their respective Affiliates and Representativesthe Group Companies) agrees not to commence any Action action or Proceeding proceeding against any Financing Source Party in connection with this Agreement, the Debt Commitment Letter, the Debt Financing, the definitive documentation of the Debt Financing financing agreements or in respect of any other document or theory of law or equity and agrees to cause any such Action action or Proceeding proceeding asserted by Seller (or on behalf of itself and any of its the Company, the Seller, their respective Affiliates and Representatives) or any of its Affiliates or Representatives Group Company in connection with this Agreement, the Debt Commitment Letter, the Debt Financing, the definitive documentation of the Debt Financing financing agreements or in respect of any other document or theory of law or equity against any Financing Source Party to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Source Party shall have any liability for any claims or damages to Seller or any of its Affiliates or Representatives the Company and the Group Companies in connection with 968037.12 this Agreement, the Debt Commitment Letter, the Debt Financing, the definitive documentation of the Debt Financing financing agreements or the transactions contemplated hereby or thereby. This Section 13.19 is intended to benefit and may be enforced by the Financing Sources and shall be binding on all successors and assigns [Remainder of Seller and its Affiliates.Page Intentionally Left Blank; Signature Page Follows] 968037.12

Limitation on Liability; Waiver of Claims. Notwithstanding anything to the contrary contained herein, Seller the Company (on behalf of itself and any of its Affiliates and applicable Representatives) hereby waives any rights or claims (including any theory or law or claim in equity) against any Financing Source in connection with this Agreement, any Ancillary Document, the Debt Financing, the definitive documentation of the Debt Financing Commitment Letter or in respect of any other document relating hereto or theory of law or equity thereto (whether in tort, contract or otherwise) or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith therewith, and Seller the Company (on behalf of itself and any of its Affiliates and applicable Representatives) agrees not to commence any Action action or Proceeding proceeding against any Financing Source in connection with this Agreement, any Ancillary Document, the Debt Financing, the definitive documentation of the Debt Financing Commitment Letter or in respect of any other document or theory of law or equity related hereto or thereto and agrees to cause any such Action action or Proceeding proceeding asserted by Seller (on behalf of itself and any of its Affiliates and applicable Representatives) or any of its Affiliates or Representatives in connection with this Agreement, any Ancillary Document, the Debt Financing, the definitive documentation of the Debt Financing Commitment Letter or in respect of any other document or theory of law or equity related hereto or thereto against any Financing Source to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Source shall have any liability for any claims or damages to Seller or any of its Affiliates or Representatives the Company in connection with this Agreement, the Debt FinancingTransactions, the definitive documentation of the Debt Financing or the Debt Commitment Letter and the transactions contemplated hereby or thereby. This Notwithstanding the foregoing, nothing in this Section 13.19 is intended 11.18 shall in any way limit or modify the rights and obligations of Parent under this Agreement or any Financing Source’s obligations to benefit and may be enforced by Parent under the Financing Sources and shall be binding on all successors and assigns of Seller and its AffiliatesDebt Commitment Letter or to Parent (and, following the Closing Date, any Acquired Company) under the definitive agreements governing the Debt Financing.

Limitation on Liability; Waiver of Claims. Notwithstanding anything to the contrary contained herein, Seller the Premier Parties (on behalf of itself themselves and any of its Affiliates and Representativesthe Premier Group Members) hereby waives waive, and agree not to assert, any rights or claims against any Debt Financing Source in connection with this Agreement, the Debt Commitment Letter, the Debt Financing, other Debt Documents, the definitive documentation of the Debt Financing financing agreements or in respect of any other document or theory of law or equity (whether in tort, contract or otherwise) or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith and Seller the Premier Parties (on behalf of itself themselves and any of its Affiliates and Representativesthe Premier Group Members) agrees agree not to commence any Action action or Proceeding proceeding against any Debt Financing Source in connection with this Agreement, the Debt Commitment Letter, the Debt Financing, the definitive documentation of the Debt Financing financing agreements or in respect of any other document or theory of law or equity and agrees to cause any such Action action or Proceeding proceeding asserted by Seller the Premier Parties (on behalf of itself themselves and any of its Affiliates and Representativesthe Premier Group Members) or any of its Affiliates or Representatives in connection with this Agreement, the Debt Commitment Letter, the Debt Financing, the definitive documentation of the Debt Financing financing agreements or in respect of any other document or theory of law or equity against any Debt Financing Source to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Debt Financing Source shall have any liability for any claims or damages to Seller or any of its Affiliates or Representatives Premier Group Party in connection with this Agreement, the Debt Commitment Letter, the Debt Financing, the definitive documentation of the Debt Financing financing agreements or the transactions contemplated hereby or thereby. This Notwithstanding the foregoing, nothing in this Section 13.19 is intended to benefit and may be enforced 10.15 shall limit the assertion by Buyer of express rights of Buyer or any of its Affiliates set forth in the Financing Sources and shall be binding on all successors and assigns of Seller and its AffiliatesDebt Commitment Letter or the other Debt Documents.