No Recourse Against Financing Sources Sample Clauses

No Recourse Against Financing Sources. Notwithstanding anything that may be expressed or implied in this Agreement to the contrary, neither the Company, the Representative nor any of their respective Affiliates or their respective Affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives shall have any recourse (directly or indirectly), rights or claims in connection with this Agreement or the transactions contemplated hereby (including the Financing Commitments and the Debt Financing) or any documents or instruments delivered in connection herewith or therewith against any Financing Source in connection with the transactions contemplated by this Agreement including the Financing Commitments and the Debt Financing), whether by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. 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. For avoidance of doubt, (i) in no event shall this Section 11.14 apply to Parent, whether before or after the Closing, and (ii) from and after the Closing, the foregoing shall not modify or alter in any respect any provision of any definitive loan documentation between or among Parent, the Company (or the Surviving Corporation), and any of their subsidiaries and any Financing Source entered into in connection with or as contemplated by this Agreement, and in the event of a conflict between the foregoing and any provision in any such definitive loan documentation, the provisions of such definitive loan documentation shall govern and control ** REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ** 63
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No Recourse Against Financing Sources. Notwithstanding anything that may be expressed or implied in this Agreement, each of the parties hereto agrees and acknowledges that the Members, the Member Representative and (prior to the Closing) the Company, shall not have any recourse (directly or indirectly), rights or claims in connection with this Agreement or the transactions contemplated hereby (including the Buyer Financing) or any documents or instruments delivered in connection herewith or therewith against any Financing Source in connection with the transactions contemplated by this Agreement, whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable requirements of law or otherwise.
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No Recourse Against Financing Sources. Notwithstanding anything herein to the contrary, and without limiting the generality of Sections 10.2(a), 10.7, 10.8 and 10.11, the Company hereby agrees on its own behalf and on behalf of its Affiliates, directors, officers, employees, agents and representatives that none of the Financing Sources shall have any liability or obligation to the Company or its Affiliates, directors, officers, employees, agents and representatives relating to this Agreement or any transactions contemplated by this Agreement (including the Financing, the Commitment Letter or the Financing Agreement), whether at law or equity, in contract, in tort or otherwise and each such person agrees not to commence (and, if commenced, agrees to dismiss or otherwise terminate) any Legal Proceeding against any Financing Source in connection with this Agreement, the Transactions (including in respect of the Financing, the Commitment Letter or the Financing Agreement and the performance thereof). Nothing in this Section 10.12 will in any way limit or qualify the obligations and Liabilities of the parties to the Commitment Letter to each other or in connection therewith.
Sample 1
No Recourse Against Financing Sources. Notwithstanding anything that may be expressed or implied in this Agreement, each of the parties hereto and each Seller Group Member agrees and acknowledges that no Seller Group Member shall have any recourse (directly or indirectly), rights or claims in connection with this Agreement or the transactions contemplated hereby (including the Financing) or any documents or instruments delivered in connection herewith or therewith against any Lenders or any other Financing Source in connection with the transactions contemplated by this Agreement, whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Requirements of Law or otherwise. 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. [Signatures pages follow.]
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No Recourse Against Financing Sources. Notwithstanding anything to the contrary contained herein, neither the Vendors nor any of their Related Parties shall have any rights or claims against any Financing Source in connection with this Agreement, any related financing or any of the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise. In addition, no Financing Source shall be subject to any indirect, special, punitive or consequential damages or damages of a tortuous nature. Without in any way limiting any other provision relating to the Financing Sources and notwithstanding anything herein to the contrary (including Section 10.11), each of the Vendors agrees that it will not bring or support or permit any of its Related Parties to bring or support any action, cause of action, 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 or any of the transactions contemplated by this Agreement 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 the federal courts, the U.S. District Court for the Southern District of New York and the appellate courts thereof (and service of any process, summons, notice or document by registered mail addressed to it at its address provided in Section 10.1 shall be effective service of process for any such action or proceeding in any such court), and each Vendor further agrees that the adjudication of any such action, claim or third-party claim shall be governed by and in accordance with the internal laws of the State of New York. EACH VENDOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) AGAINST THE FINANCING SOURCES RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.
Sample 1
No Recourse Against Financing Sources. Subject to the rights of the parties to the Commitment Letter under the terms thereof, (a) none of the parties hereto, nor any 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 Affiliates thereof, solely in their respective capacities as providers or arrangers of the Financing, including for any and all losses, claims, expenses, liabilities or damages suffered or incurred in connection with this Agreement, the Financing (and the termination thereof), the transactions contemplated hereby and thereby (and the abandonment or termination thereof) or any matter forming the basis of such termination, (b) none of the Financing Sources shall have any further liability or obligation relating to or arising out of this Agreement or the Financing or the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination upon payment of such amount and (c) the Financing Sources, solely in their respective capacities as providers or arrangers of financing, shall not have any rights or claims against any party hereto or any Affiliate of such party, or equity owner, director, partner, member, manager, officer, or employee of any such party or Affiliate, in connection with this Agreement or the Financing, whether at law or equity, in contract, in tort or otherwise.
Sample 1
No Recourse Against Financing Sources. Notwithstanding anything herein to the contrary, and without limiting the generality of Sections 1.02 (Closing) (only with regard to the proviso in the first sentence thereof), 4.05 (Capital Resources), 6.14 (Financing Activities), 8.03 (Amendment), 10.06 (Entire Agreement; No Third-Party Beneficiaries), 10.08 (Governing Law), 10.09 (Assignment) and 10.10 (Enforcement, Jurisdiction, Consent to Service of Process), each of the Sellers, and the Company hereby agrees on its own behalf and on behalf of its respective affiliates, directors, managers, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, financing sources, and agents and other representatives and successors and assigns that none of (i) the Debt Financing Sources, (ii) their respective former, current or future affiliates or (iii) any of their respective directors, managers, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, financing sources, agents or other representatives (any persons referred to in clauses (i), (ii) or (iii) above a “Debt Financing Source Party”) shall have any liability or obligation to any Seller or the Company or their respective affiliates, directors, managers, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, financing sources, and agents and other representatives and successors and assigns relating to this Agreement or any transactions contemplated by this Agreement (including the Debt Financing, any Alternate Financing, any Debt Commitment Document, any commitment letter for any Alternate Financing or the definitive documentation for the Debt Financing or any Alternate Financing and the performance thereof), whether at law or equity, in contract, in tort or otherwise and each such person agrees not to commence (and, if commenced, agrees to dismiss or otherwise terminate) any action, cause of action, claim, cross claim, third party claim, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Entity or arbitrator or arbitration panel (each, a “Legal Proceeding”) against any Debt Financing Source Party in connection with this Agreement, the Transactions (including in respect of the Debt Financing, any Alternate Financi...
Sample 1
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No Recourse Against Financing Sources. (a) Vendors agree that:
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No Recourse Against Financing Sources. Notwithstanding anything to the contrary contained herein, the Company shall not have any rights or claims against any Financing Source (or its Affiliates) in connection with this Agreement, the other Transaction Agreements, the Financing Commitments or the transactions contemplated hereby or thereby, and no Financing Source (or its Affiliates) shall have any rights or claims against the Company in connection with this Agreement, the other Transaction Agreements, the Financing Commitments or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following the consummation of the transactions contemplated hereby on the Closing Date, the foregoing will not limit the rights of the parties to the Financing Commitments under any commitment letter related thereto. In addition, in no event will any Financing Source (or its Affiliates) 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.
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Related to No Recourse Against Financing Sources

  • No Recourse Against Others A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

  • No Recourse Against Certain Persons No recourse shall be had for the payment of any principal, interest or any other sums at any time owing under the terms of this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against the Nonrecourse Parties, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such personal liability being, by the acceptance hereof and as part of the consideration for issue hereof, expressly waived and released.

  • Recourse Against Certain Parties (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

  • Other Recourse Debtor waives any right to require Secured Party to proceed against any third party, exhaust any Collateral or other security for the Indebtedness, or to have any third party joined with Debtor in any suit arising out of the Indebtedness or any of the Loan Documents, or pursue any other remedy available to Secured Party. Debtor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension of the Indebtedness. Debtor further waives any defense arising by reason of any disability or other defense of any third party or by reason of the cessation from any cause whatsoever of the liability of any third party. Until all of the Indebtedness shall have been paid in full, Debtor shall have no right of subrogation and Debtor waives the right to enforce any remedy which Secured Party has or may hereafter have against any third party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Debtor authorizes Secured Party, and without notice or demand and without any reservation of rights against Debtor and without affecting Debtor's liability hereunder or on the Indebtedness to (i) take or hold any other property of any type from any third party as security for the Indebtedness, and exchange, enforce, waive and release any or all of such other property, (ii) apply such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (iii) renew, extend, accelerate, modify, compromise, settle or release any of the Indebtedness or other security for the Indebtedness, (iv) waive, enforce or modify any of the provisions of any of the Loan Documents executed by any third party, and (v) release or substitute any third party.

  • Nonpetition Covenant; No Recourse Each of (i) the Warrant Holder by its acceptance thereof, and (ii) the Warrant Agent agrees, that it shall not (and, in the case of the Warrant Holder, that it shall not direct the Warrant Agent to), until the date which is one year and one day after the payment in full of the Certificates and all other securities issued by the Trust, the Depositor or entities formed, established or settled by the Depositor, acquiesce, petition or otherwise invoke or cause the Trust, the Depositor, or any such other entity to invoke the process of the United States of America, any State or other political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government for the purpose of commencing or sustaining a case by or against the Trust, the Depositor or any such other entity under a federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust, the Depositor or any such other entity or all or any part of the property or assets of Trust, the Depositor or any such other entity or ordering the winding up or liquidation of the affairs of the Trust, the Depositor or any such other entity.

  • No Recourse The Certificateholder by accepting a Certificate acknowledges that the Certificate represents a beneficial interest in the Trust only and does not represent interests in or obligations of the Seller, the Servicer, the Owner Trustee, the Trustee, or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificate or the Basic Documents.

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