Common use of No Recourse to Financing Sources Clause in Contracts

No Recourse to Financing Sources. Notwithstanding any provision of this Agreement to the contrary, (a) in no event shall the Securityholder Representative, the Eos Companies or any of their respective Affiliates or representatives (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Equity Financing Source in connection with this Agreement or (ii) prior to the Closing seek to enforce the commitments against, make any claims for breach of any Subscription Agreement against, or seek to recover monetary damages from, or otherwise xxx, any Equity Financing Source for the Cash Equity in connection with (y) this Agreement or (z) the obligations of the Equity Financing Sources for the Cash Equity under the applicable Subscription Agreement; it being agreed that the foregoing clauses (i) and (ii) shall include the agreement not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Equity Financing Source, and (b) the Securityholder Representative and the Eos Companies on behalf of themselves and their respective Affiliates and representatives hereby (i) acknowledges that no Equity Financing Source shall have any liability to the Securityholder Representative or any Eos Company under this Agreement or for any claim made by the Securityholder Representative or any Eos Company based on, in respect of, or by reason of the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Cash Equity, (ii) waives any rights or claims of any kind or nature (whether in law or in equity, in contract, in tort or otherwise) the Securityholder Representative or any Eos Company may have against any Equity Financing Source relating to this Agreement, the Cash Equity or the transactions contemplated hereby. Nothing in this Section 8.13 shall in any way limit or qualify the rights and obligations of (x) the Equity Financing Sources for the applicable Cash Equity and the other parties to the Cash Equity (or the definitive documents related thereto) to each other thereunder or in connection therewith and (y) the Securityholder Representative against Parent. Without limiting the foregoing, no Equity Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature with respect to the transactions contemplated by this Agreement.

No Recourse to Financing Sources. Notwithstanding any provision of this Agreement anything to the contrarycontrary herein, the Company, on behalf of itself and the Company Related Parties, hereby (a) in no event acknowledges that none of the Financing Sources shall have any liability to the Securityholder Representative, the Eos Companies Company or any of their respective Affiliates or representatives (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Equity Financing Source in connection with Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including any dispute relating to, or arising from, the Debt Financing, the Commitment Letter or the performance thereof, (iib) prior to the Closing seek to enforce the commitments against, make waives any rights or claims for breach of any Subscription Agreement againstkind or nature (whether in law or in equity, in contract, in tort or seek to recover monetary damages from, otherwise) the Company or otherwise xxx, any Equity Company Related Party may have against any Financing Source for relating to this Agreement, the Cash Equity in connection with (y) this Agreement Debt Financing or (z) the obligations of the Equity Financing Sources for the Cash Equity under the applicable Subscription Agreement; it being agreed that the foregoing clauses (i) transactions contemplated hereby or thereby, and (iic) shall include the agreement agrees not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Equity Financing Source, and (b) the Securityholder Representative and the Eos Companies on behalf of themselves and their respective Affiliates and representatives hereby (i) acknowledges that no Equity Financing Source shall have any liability to the Securityholder Representative or any Eos Company under this Agreement or for any claim made by the Securityholder Representative or any Eos Company based on, in respect of, or by reason of the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Cash Equity, (ii) waives any rights or claims of any kind or nature (whether in law or in equity, in contract, in tort or otherwise) the Securityholder Representative or any Eos Company may have against any Equity Financing Source relating to connection with this Agreement, the Cash Equity Debt Financing, the Commitment Letter or the transactions contemplated herebyhereby or thereby. Nothing in this Section 8.13 shall in any way 9.11 will limit or qualify the rights and obligations of (x) Parent or Merger Sub or any Parent Related Party in respect of the Equity Debt Financing Sources for the applicable Cash Equity and the other parties to the Cash Equity (or the definitive documents under any commitment letter related thereto) to each other thereunder or in connection therewith and (y) the Securityholder Representative against Parent. Without limiting the foregoing, no Equity Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature with respect to a Company Related Party. Notwithstanding anything to the contrary in this Agreement, each of the Parties to this Agreement agrees that (i) it will not bring or support any Proceeding or claim of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or the Merger, including any dispute arising out of or relating in any way to the Financing or the performance thereof, 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 United States District Court for the Southern District of New York (and appellate courts thereof) and (ii) any such action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, shall be governed by the laws of the State of New York without regard to the conflicts of laws rules thereof; provided that (i) the interpretation of the definition of Company Material Adverse Effect and whether or not a Company Material Adverse Effect has occurred, (ii) the determination of the accuracy of any representations and warranties set forth herein and whether as a result of any inaccuracy thereof Parent, Merger Sub or any of their respective Affiliates has the right to terminate its obligations under this Agreement, or to decline to consummate the transactions contemplated by hereby, and (iii) the determination of whether the transactions contemplated hereby have been consummated in accordance with the terms of this Agreement, in each case, shall be governed by, and construed and interpreted solely in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws rules thereof.

No Recourse to Financing Sources. Notwithstanding any provision of this Agreement anything herein to the contrary, NWS, each Shareholder and the Shareholders’ Representative (ain each case on behalf of itself and each of its shareholders, partners, members, Affiliates, directors, officers, employees, agents, and representatives) hereby waives any rights or claims against Financing Source in no event shall the Securityholder Representativeconnection with this Agreement, the Eos Companies Debt Financing, and the Financing Letter, whether at law or any of their respective Affiliates or representatives (i) seek to enforce this Agreement againstequity, make any claims for breach of this Agreement againstin contract, in tort, or seek otherwise, and NWS, each Shareholder and the Shareholders’ Representative (in each case on behalf of itself and each of its shareholders, partners, members, Affiliates, directors, officers, employees, agents, and representatives) agrees not to recover monetary damages from, commence (and if commenced agrees to dismiss or otherwise terminate) any Equity action or proceeding against any Financing Source in connection with this Agreement or any transaction contemplated hereby or thereby (ii) prior including any action or proceeding relating to the Closing seek to enforce Debt Financing or the commitments against, make any claims for breach of any Subscription Agreement against, or seek to recover monetary damages from, or otherwise xxx, any Equity Financing Source for the Cash Equity Letter). In furtherance and not in connection with (y) this Agreement or (z) the obligations limitation of the Equity Financing Sources for the Cash Equity under the applicable Subscription Agreement; foregoing waiver, it being is agreed that the foregoing clauses (i) and (ii) shall include the agreement not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Equity Financing Source, and (b) the Securityholder Representative and the Eos Companies on behalf of themselves and their respective Affiliates and representatives hereby (i) acknowledges that no Equity Financing Source shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines, or penalties to NWS, any Shareholder, or the Securityholder Shareholders’ Representative (or any Eos Company under of their respective shareholders, partners, members, Affiliates, directors, officers, employees, agents, and representatives) in connection with this Agreement or for any claim made by the Securityholder Representative transaction contemplated hereby or thereby (including any Eos Company based on, in respect of, action or by reason of the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Cash Equity, (ii) waives any rights or claims of any kind or nature (whether in law or in equity, in contract, in tort or otherwise) the Securityholder Representative or any Eos Company may have against any Equity Financing Source proceeding relating to this Agreement, the Cash Equity Debt Financing or the transactions contemplated herebyFinancing Letter). Nothing in this Section 8.13 15.15 shall in any way (a) expand the circumstances in which any Tyler Entity may be liable under this Agreement or as a result of the transactions contemplated hereby (including as a result of the Debt Financing) or (b) limit or qualify the rights obligations and obligations liabilities of (x) the Equity Financing Sources for the applicable Cash Equity and the other parties to the Cash Equity (or the definitive documents related thereto) Financing Letter to each other thereunder or in connection therewith and (y) the Securityholder Representative against Parent. Without limiting the foregoing, no Equity Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature with respect to the transactions contemplated by this Agreementtherewith.

No Recourse to Financing Sources. Notwithstanding any provision of this Agreement to the contrary, (a) in no event shall the Securityholder RepresentativeEquityholder, the Eos Alta Companies or any of their respective Affiliates or representatives (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Debt Financing Source or Equity Financing Source in connection with this Agreement or (ii) prior to the Closing seek to enforce the commitments against, make any claims for breach of any Subscription Agreement Commitment Letter against, or seek to recover monetary damages from, or otherwise xxxsxx, any Debt Financing Source or Equity Financing Source for the Cash Equity Financing in connection with (y) this Agreement or (z) the obligations of the Debt Financing Sources or Equity Financing Sources for the Cash Equity Financing under the applicable Subscription AgreementCommitment Letter; it being agreed that the foregoing clauses (i) and (ii) shall include the agreement not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Debt Financing Source or Equity Financing Source, and (b) the Securityholder Representative Equityholder and the Eos Alta Companies on behalf of themselves and their respective Affiliates and representatives hereby (i) acknowledges that no Debt Financing Source or Equity Financing Source shall have any liability to the Securityholder Representative Equityholder or any Eos Alta Company under this Agreement or for any claim made by the Securityholder Representative Equityholder or any Eos Alta Company based on, in respect of, or by reason of the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Cash Equity, the Debt Financing, the Debt Commitment Letters or the performance thereof, (ii) waives any rights or claims of any kind or nature (whether in law or in equity, in contract, in tort or otherwise) the Securityholder Representative Equityholder or any Eos Alta Company may have against any Debt Financing Source or Equity Financing Source relating to this Agreement, the Cash Equity Equity, the Debt Financing, the Debt Commitment Letters or the transactions contemplated herebyhereby or thereby. Nothing in this Section 8.13 shall in any way limit or qualify the rights and obligations of (x) the Debt Financing Sources or Equity Financing Sources for the applicable Cash Equity Financing and the other parties to the Cash Equity Financing (or the definitive documents related thereto) to each other thereunder or in connection therewith and (y) the Securityholder Representative Equityholder against Parent. Without limiting the foregoing, no Debt Financing Source or Equity Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature with respect to the transactions contemplated by this Agreement., any Financing or the Debt Commitment Letters. * * * * * Each of the undersigned has caused this Agreement and Plan of Merger to be duly executed as of the date first above written. PARENT:

No Recourse to Financing Sources. Notwithstanding any provision of this Agreement to the contrary, (a) Notwithstanding anything that may be expressed or implied in no event shall the Securityholder Representative, the Eos Companies this Agreement or any other Transaction Document, Seller, on behalf of its Affiliates and its and their respective Representatives, covenants, agrees and acknowledges that no Person other than Buyer (and its successors or assignees, as applicable) has any obligation hereunder with respect to the Sale and that, neither Seller, its Affiliates or its or their representatives have any right of recovery under (i) seek to enforce this Agreement or any other Transaction Document or (ii) the debt financing obtained by Buyer in connection with this Agreement and the transactions contemplated hereby (the “Financing”), against, make any claims for breach of and no personal liability under this Agreement against, or seek to recover monetary damages fromany Transaction Document shall attach to, any Equity Financing Source, through Buyer or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of Buyer against any Financing Source, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Law, whether in contract, equity, tort or otherwise. Neither Seller, nor any of its Affiliates or their respective Representatives, (A) will have any rights or claims against any Financing Source (solely in their respective capacities as Financing Sources) in connection with this Agreement or (ii) prior to the Closing seek to enforce the commitments against, make any claims for breach of any Subscription Agreement againstother agreement contemplated by, or seek to recover monetary damages from, or otherwise xxx, any Equity Financing Source for the Cash Equity entered into in connection with (y) with, the transactions contemplated by this Agreement or (z) otherwise, including any commitments by the obligations of the Equity Financing Sources for the Cash Equity under the applicable Subscription Agreement; it being agreed that the foregoing clauses (i) and (ii) shall include the agreement not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Equity Financing Source, and (b) the Securityholder Representative and the Eos Companies on behalf of themselves and their respective Affiliates and representatives hereby (i) acknowledges that no Equity Financing Source shall have any liability to the Securityholder Representative or any Eos Company under this Agreement or for any claim made by the Securityholder Representative or any Eos Company based on, in respect of, or by reason of the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Cash Equity, (ii) waives any rights or claims of any kind or nature (whether in law or in equity, in contract, in tort or otherwise) the Securityholder Representative or any Eos Company may have against any Equity Financing Source relating to this Agreement, the Cash Equity or the transactions contemplated hereby. Nothing in this Section 8.13 shall in any way limit or qualify the rights and obligations of (x) the Equity Financing Sources for the applicable Cash Equity and the other parties to the Cash Equity (or the definitive documents related thereto) to each other thereunder or in connection therewith and (y) the Securityholder Representative against Parent. Without limiting the foregoing, no Equity Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature with respect to financing the transactions contemplated by this Agreement, (B) will seek to enforce this Agreement against any Financing Source (solely in their respective capacities as Financing Sources) or (C) will bring any claim or cause of action against any Financing Source (solely in their respective capacities as Financing Sources) under this Agreement or any other agreement contemplated by, or entered into in connection with, the transactions contemplated by this Agreement or otherwise, including any commitments by the Financing Sources in respect of financing the transactions contemplated by this Agreement. 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 tortuous nature.

No Recourse to Financing Sources. Notwithstanding any provision of this Agreement anything to the contrarycontrary contained herein, (a) in no event shall and without limiting the Securityholder Representativegenerality of Sections 10.14, 10.15 and 6.13(a), each of Parent, the Eos Companies Company, and their former, current or future Affiliates, Representatives, successors and assigns hereby waive any of their respective Affiliates rights or representatives (i) seek to enforce this Agreement against, make claims against any claims for breach of this Agreement against, or seek to recover monetary damages from, any Equity Debt Financing Source and its former, current or future Affiliates and Representatives in connection with this Agreement or (ii) prior to the Closing seek to enforce the commitments against, make any claims for breach of any Subscription Agreement against, or seek to recover monetary damages from, or otherwise xxx, any Equity Financing Source for the Cash Equity in connection with (y) this Agreement or (z) the obligations of the Equity Financing Sources for the Cash Equity under the applicable Subscription Agreement; it being agreed that the foregoing clauses (i) and (ii) shall include the agreement not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Equity Financing Source, and (b) the Securityholder Representative and the Eos Companies on behalf of themselves and their respective Affiliates and representatives hereby (i) acknowledges that no Equity Financing Source shall have any liability to the Securityholder Representative or any Eos Company under this Agreement or for any claim made by the Securityholder Representative or any Eos Company based on, in respect of, or by reason of the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Cash EquityDebt Financing, (ii) waives any rights the Debt Commitment Letter or claims of any kind or nature (the Definitive Financing Agreements, whether in at law or in equity, in contract, in tort or otherwise, and each of Parent, the Company, and their former, current or future Affiliates, Representatives, successors and assigns agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) the Securityholder Representative any action or proceeding against any Debt Financing Source and its former, current or future Affiliates and Representatives in connection with this Agreement or any Eos Company may have against transaction contemplated hereby (including any Equity action or proceeding relating to the Debt Financing, the Debt Commitment Letter or the Definitive Financing Agreements). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Debt Financing Source nor any of its former, current or future Affiliates or Representatives shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to Parent, the Company, or any of their former, current or future Affiliates, Representatives, successors and assigns in connection with this Agreement or any transaction contemplated hereby (including any action or proceeding relating to this Agreementthe Debt Financing, the Cash Equity Debt Commitment Letter or the transactions contemplated herebyDefinitive Financing Agreements). Nothing in this Section 8.13 10.20 shall in any way (i) expand the circumstances in which Buyer may be liable under this Agreement or as a result of the transactions contemplated hereby (including as a result of the Debt Financing) or (ii) limit or qualify the rights obligations and obligations liabilities of (x) the Equity Financing Sources for the applicable Cash Equity and the other parties to the Cash Equity (or the definitive documents related thereto) Debt Commitment Letter to each other thereunder or in connection therewith therewith. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and (y) have been filed separately with the Securityholder Representative against Parent. Without limiting the foregoing, no Equity Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature with respect to the transactions contemplated by this AgreementSecurities and Exchange Commission.

No Recourse to Financing Sources. Notwithstanding any provision of this Agreement to the contrary, (a) Notwithstanding anything that may be expressed or implied in no event shall the Securityholder Representative, the Eos Companies this Agreement or any other Transaction Document, Seller, on behalf of its Affiliates and its and their respective Representatives, covenants, agrees and acknowledges that no Person other than Buyer (and its successors or assignees, as applicable) has any obligation hereunder with respect to the Sale and that, neither Seller, its Affiliates or its or their representatives have any right of recovery under (i) seek to enforce this Agreement or any other Transaction Document or (ii) the debt financing obtained by Buyer in connection with this Agreement and the transactions contemplated hereby (the “Financing”), against, make any claims for breach of and no personal liability under this Agreement against, or seek to recover monetary damages fromany Transaction Document shall attach to, any Equity Financing Source, through Buyer or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of Buyer against any Financing Source, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Law, whether in contract, equity, tort or otherwise. Neither Seller, nor any of its Affiliates or their respective Representatives, (A) will have any rights or claims against any Financing Source (solely in their respective capacities as Financing Sources) in connection with this Agreement or (ii) prior to the Closing seek to enforce the commitments against, make any claims for breach of any Subscription Agreement againstother agreement contemplated by, or seek to recover monetary damages from, or otherwise xxx, any Equity Financing Source for the Cash Equity entered into in connection with (y) with, the transactions contemplated by this Agreement or (z) otherwise, including 75 any commitments by the obligations of the Equity Financing Sources for the Cash Equity under the applicable Subscription Agreement; it being agreed that the foregoing clauses (i) and (ii) shall include the agreement not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Equity Financing Source, and (b) the Securityholder Representative and the Eos Companies on behalf of themselves and their respective Affiliates and representatives hereby (i) acknowledges that no Equity Financing Source shall have any liability to the Securityholder Representative or any Eos Company under this Agreement or for any claim made by the Securityholder Representative or any Eos Company based on, in respect of, or by reason of the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Cash Equity, (ii) waives any rights or claims of any kind or nature (whether in law or in equity, in contract, in tort or otherwise) the Securityholder Representative or any Eos Company may have against any Equity Financing Source relating to this Agreement, the Cash Equity or the transactions contemplated hereby. Nothing in this Section 8.13 shall in any way limit or qualify the rights and obligations of (x) the Equity Financing Sources for the applicable Cash Equity and the other parties to the Cash Equity (or the definitive documents related thereto) to each other thereunder or in connection therewith and (y) the Securityholder Representative against Parent. Without limiting the foregoing, no Equity Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature with respect to financing the transactions contemplated by this Agreement, (B) will seek to enforce this Agreement against any Financing Source (solely in their respective capacities as Financing Sources) or (C) will bring any claim or cause of action against any Financing Source (solely in their respective capacities as Financing Sources) under this Agreement or any other agreement contemplated by, or entered into in connection with, the transactions contemplated by this Agreement or otherwise, including any commitments by the Financing Sources in respect of financing the transactions contemplated by this Agreement. 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 tortuous nature.

No Recourse to Financing Sources. Notwithstanding any provision of this Agreement anything to the contrarycontrary herein, the Company, on behalf of itself and the Company Related Parties, hereby (a) in no event acknowledges that none of the Financing Sources shall have any liability to the Securityholder Representative, the Eos Companies Company or any of their respective Affiliates or representatives (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Equity Financing Source in connection with Company Related Party under this Agreement or for any claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby, including any dispute relating to, or arising from, the Debt Financing, the Commitment Letter or the performance thereof, (iib) prior to the Closing seek to enforce the commitments against, make waives any rights or claims for breach of any Subscription Agreement againstkind or nature (whether in law or in equity, in contract, in tort or seek to recover monetary damages from, otherwise) the Company or otherwise xxx, any Equity Company Related Party may have against any Financing Source for relating to this Agreement, the Cash Equity in connection with (y) this Agreement Debt Financing or (z) the obligations of the Equity Financing Sources for the Cash Equity under the applicable Subscription Agreement; it being agreed that the foregoing clauses (i) transactions contemplated hereby or thereby, and (iic) shall include the agreement agrees not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Equity Financing Source, and (b) the Securityholder Representative and the Eos Companies on behalf of themselves and their respective Affiliates and representatives hereby (i) acknowledges that no Equity Financing Source shall have any liability to the Securityholder Representative or any Eos Company under this Agreement or for any claim made by the Securityholder Representative or any Eos Company based on, in respect of, or by reason of the transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Cash Equity, (ii) waives any rights or claims of any kind or nature (whether in law or in equity, in contract, in tort or otherwise) the Securityholder Representative or any Eos Company may have against any Equity Financing Source relating to connection with this Agreement, the Cash Equity Debt Financing, the Commitment Letter or the transactions contemplated herebyhereby or thereby. Nothing in this Section 8.13 shall in any way ‎Section 9.11 will limit or qualify the rights and obligations of (x) Parent or Merger Sub or any Parent Related Party in respect of the Equity Debt Financing Sources for the applicable Cash Equity and the other parties to the Cash Equity (or the definitive documents under any commitment letter related thereto) to each other thereunder or in connection therewith and (y) the Securityholder Representative against Parent. Without limiting the foregoing, no Equity Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature with respect to a Company Related Party. Notwithstanding anything to the contrary in this Agreement, each of the Parties to this Agreement agrees that (i) it will not bring or support any Proceeding or claim of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or the Merger, including any dispute arising out of or relating in any way to the Financing or the performance thereof, 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 United States District Court for the Southern District of New York (and appellate courts thereof) and (ii) any such action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, shall be governed by the laws of the State of New York without regard to the conflicts of laws rules thereof; provided that (i) the interpretation of the definition of Company Material Adverse Effect and whether or not a Company Material Adverse Effect has occurred, (ii) the determination of the accuracy of any representations and warranties set forth herein and whether as a result of any inaccuracy thereof Parent, Merger Sub or any of their respective Affiliates has the right to terminate its obligations under this Agreement, or to decline to consummate the transactions contemplated by hereby, and (iii) the determination of whether the transactions contemplated hereby have been consummated in accordance with the terms of this Agreement, in each case, shall be governed by, and construed and interpreted solely in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws rules thereof.