No Recourse to Financing Sources. Notwithstanding anything herein to the contrary, the Company agrees that neither it, nor any of its former, current or future officers, directors, managers, employees, members, partners, agents or other representatives and Affiliates (collectively, “Seller Related Parties”), shall have any claim against any Financing Source, any lender participating in the Financing or any of their respective former, current or future general or limited partners, stockholders, managers, members, agents, Representatives, Affiliates, successors or assigns (collectively, “Finance Related Parties”), nor shall any Finance Related Party have any liability whatsoever to any Seller Related Party, in connection with the Financing or in any way relating to this Agreement or any of the Transactions, whether at law, in equity, in contract, in tort or otherwise, in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by any Finance Related Party. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to this Section 8.13 (or amendment or modification with respect to any related definitions as they affect this Section 8.13) shall be effective without the prior written consent of each Financing Source or Finance Related Party and (b) each Financing Source and Finance Related Party shall be an express third party beneficiary of, and shall have the right to enforce, this Section 8.13. Each of the Parties hereto agrees that, Section 8.08 notwithstanding, this provision shall be interpreted, and any action relating to this provision, shall be governed by the laws of the State of New York. This Section 8.13 is intended to benefit and may be enforced by the Financing Sources and the Finance Related Parties.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Williams Companies Inc), Limited Liability Company Agreement (Williams Companies Inc)
No Recourse to Financing Sources. Notwithstanding anything herein to the contrary, the Company agrees that neither itPartnership Entities agree, nor any on behalf of its themselves and each of their former, current or future officers, directors, managers, employees, members, partners, Partnership Unitholders, agents or and other representatives and controlled Affiliates (collectivelythe “Partnership Parties”) that Bank of America, N.A., Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated and any other arranger or lender that is or may become party to the Debt Financing Commitment and any joinder agreements or credit agreements relating thereto and their respective Affiliates (collectively “Seller Related PartiesFinancing Sources”), shall have any claim against any Financing Source, any lender participating in the Financing or any and each of their respective former, current or future general or limited partners, stockholders, managers, members, officers, directors, agents, Representatives, representatives and Affiliates, and each of their successors or and assigns (collectively, “Finance Related Parties”), nor ) shall any Finance Related Party have any be subject to no liability whatsoever or claims to any Seller Related Party, the Partnership Parties in connection with the Financing financing of or in any way relating to this Agreement or any of the Transactionstransactions contemplated hereby or thereby, whether at law, in equity, in contract, in tort or otherwise, in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by any Finance Related Party. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to Section 10.7(c), Section 10.9(c), Section 10.10 or this Section 8.13 10.14 (or amendment or modification with respect to any related definitions as they affect Section 10.7(c), Section 10.10, Section 10.9(c) or this Section 8.1310.14) shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), (b) no amendment or Finance modification to Section 9.4 (or any amendment or modification with respect to any related definitions as they affect Section 9.4) that would be adverse to the Financing Sources or the Financing Related Party Parties shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), and (bc) each Financing Source and Finance Financing Related Party shall be an express third party beneficiary of, and shall have the right to enforce, Section 9.4, Section 10.7(c), Section 10.9(c), Section 10.10 or this Section 8.1310.14. Each of the Parties hereto agrees that, that Section 8.08 10.4 notwithstanding, this provision Section 10.14 shall be interpreted, interpreted and any action relating to this provision, provision shall be governed by the laws of the State of New York. This Section 8.13 is intended to benefit and may be enforced by the Financing Sources and the Finance Related Parties.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Targa Resources Corp.), Agreement and Plan of Merger (Atlas Pipeline Partners Lp), Agreement and Plan of Merger (Atlas Energy, L.P.)
No Recourse to Financing Sources. Notwithstanding anything herein to the contrary, the Company Shareholder agrees that neither it, nor any of its former, current or future officers, directors, managers, employees, members, partners, agents or other representatives and Affiliates (collectively, “Seller Related Parties”), shall have any claim against any Financing Source, any lender participating in the Financing or any of their respective former, current or future general or limited partners, stockholders, managers, members, agents, Representatives, Affiliates, successors or assigns (collectively, “Finance Financing Related Parties”), nor shall any Finance Financing Related Party have any liability whatsoever to any Seller Related Party, in connection with the Financing or in any way relating to this Agreement or any of the Transactionstransactions contemplated hereby, whether at law, in equity, in contract, in tort or otherwise, in each case, whether arising, in whole or in part, out of the comparative, contributory or sole negligence by any Finance Related Party. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to this Section 8.13 11.15 (or amendment or modification with respect to any related definitions as they affect this Section 8.1311.15) shall be effective without the prior written consent of each Financing Source or Finance Financing Related Party and (b) each Financing Source and Finance Financing Related Party shall be an express third party beneficiary of, and shall have the right to enforce, this Section 8.13. Each of the Parties hereto agrees that, Section 8.08 notwithstanding, this provision shall be interpreted, and any action relating to this provision, shall be governed by the laws of the State of New York. This Section 8.13 is intended to benefit and may be enforced by the Financing Sources and the Finance Related Parties.third
Appears in 1 contract
Samples: Stock Purchase Agreement
