Common use of No Recourse to Financing Sources Clause in Contracts

No Recourse to Financing Sources. (a) Notwithstanding anything that may be expressed or implied in this Agreement or any other Transaction Document, Seller, on behalf of its Affiliates and its and their 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) 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, and no personal liability under this Agreement or any Transaction Document shall attach to, any 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 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, (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. (b) Notwithstanding anything herein to the contrary, the parties hereto acknowledge and irrevocably agree (i) that any legal proceeding, whether involving claims in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources arising out of, or relating to, the transactions contemplated by this Agreement and the Transaction Documents, the Financing or the performance of services thereunder or related thereto shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto submits for itself and its property with respect to any such legal proceeding to the exclusive jurisdiction of such court, (ii) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such legal proceeding in any other court, (iii) that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 11.8 shall be effective service of process against them for any such proceeding brought in any such court, (iv) to waive and hereby waive, to the fullest extent permitted by applicable legal requirements, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such legal proceeding in any such court, (v) TO WAIVE AND HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY SUCH LEGAL PROCEEDING, (vi) that a final judgment in any such legal proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable legal requirements; and (vii) that any such legal proceedings shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law rules of such State that would result in the application of the laws of any other State. (c) To the extent that any party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Section 11.13 and (ii) submits to the personal jurisdiction of any court described in this Section 11.13.

No Recourse to Financing Sources. (a) Notwithstanding anything that may be expressed or implied to the contrary contained herein, except as provided in this Agreement or any other Transaction DocumentSection 8.15(b), Seller, the Company (on behalf of itself and its Affiliates and its each officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and their Representatives, covenants, agrees and acknowledges that no Person other than Buyer representative thereof (and its successors or assignees, as applicable) has any obligation hereunder with respect each of the foregoing is determined prior to the Sale Closing Date)): i. hereby waives any claims or rights against any Financing Source, and thatagrees that the Financing Sources shall have no liability, neither Sellerrelating to or arising out of this Agreement, its Affiliates or its or their representatives have any right of recovery under (i) this Agreement or any other Transaction Document or (ii) the debt financing obtained by Buyer in connection with this Agreement Debt Financing, the Debt Commitment Letters and the transactions contemplated hereby (and thereby, whether at law or in equity and whether in tort, contract or otherwise arising prior to the “Financing”)Closing Date; ii. hereby agrees not to commence prior to the Closing Date any suit, against, and no personal liability under this Agreement action or any Transaction Document shall attach to, proceeding against any Financing SourceSource in connection with this Agreement, through Buyer the Debt Financing, the Debt Commitment Letters 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, whether by action or through attempted piercing of proceeding asserted against any Financing Source prior to the corporate, limited partnership or limited liability company veil, by or through a claim Closing Date by or on behalf of Buyer against any Financing Sourcethe Company, 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 Representativesany officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof (A) will have any rights or claims against any Financing Source (solely in their respective capacities as Financing Sourceseach of the foregoing is determined prior to the Closing Date) in connection with this Agreement or any other agreement contemplated byAgreement, or entered into in connection withthe Debt Financing, the Debt Commitment Letters and the transactions contemplated by this Agreement hereby and thereby to be dismissed or otherwise, including any commitments by the Financing Sources in respect of 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 natureotherwise terminated. (b) Notwithstanding anything herein The provisions of Section 8.15(a) shall not apply to the contraryany claims or rights, suit, action or proceeding against any Financing Sources relating to or arising out of any Contract (other than this Agreement, the parties hereto acknowledge and irrevocably agree (i) that Debt Commitment Letter or any legal proceeding, whether involving claims Contract entered into in law connection with or in equitycontemplation of the Merger, whether in contract or in tort or otherwise, involving the Debt Financing Sources arising out of, or relating to, and the transactions contemplated by this Agreement hereby and thereby) to which any of the Transaction DocumentsCompany or its Affiliates and each officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof, on the Financing or the performance of services thereunder or related thereto shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York, New Yorkone hand, and any appellate court thereof and each party hereto submits for itself and its property with respect to any such legal proceeding to of the exclusive jurisdiction of such courtFinancing Parties, (ii) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such legal proceeding in any other court, (iii) that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 11.8 shall be effective service of process against them for any such proceeding brought in any such court, (iv) to waive and hereby waive, to the fullest extent permitted by applicable legal requirements, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such legal proceeding in any such court, (v) TO WAIVE AND HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY SUCH LEGAL PROCEEDING, (vi) that a final judgment in any such legal proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment other hand, are, were or in any other manner provided by applicable legal requirements; and (vii) that any such legal proceedings shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law rules of such State that would result in the application of the laws of any other Statemay become parties or third party beneficiaries. (c) To the extent that any party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Section 11.13 and (ii) submits to the personal jurisdiction of any court described in this Section 11.13.

No Recourse to Financing Sources. (a) Notwithstanding anything that may be expressed or implied to the contrary contained herein, except as provided in this Agreement or any other Transaction DocumentSection 8.15(b), Seller, the Company (on behalf of itself and its Affiliates and its each officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and their Representatives, covenants, agrees and acknowledges that no Person other than Buyer representative thereof (and its successors or assignees, as applicable) has any obligation hereunder with respect each of the foregoing is determined prior to the Sale Closing Date)): i. hereby waives any claims or rights against any Financing Source, and thatagrees that the Financing Sources shall have no liability, neither Sellerrelating to or arising out of this Agreement, its Affiliates or its or their representatives have any right of recovery under (i) this Agreement or any other Transaction Document or (ii) the debt financing obtained by Buyer in connection with this Agreement Debt Financing, the Debt Commitment Letters and the transactions contemplated hereby (and thereby, whether at law or in equity and whether in tort, contract or otherwise arising prior to the “Financing”)Closing Date; ii. hereby agrees not to commence prior to the Closing Date any suit, against, and no personal liability under this Agreement action or any Transaction Document shall attach to, proceeding against any Financing SourceSource in connection with this Agreement, through Buyer the Debt Financing, the Debt Commitment Letters 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, whether by action or through attempted piercing of proceeding asserted against any Financing Source prior to the corporate, limited partnership or limited liability company veil, by or through a claim Closing Date by or on behalf of Buyer against any Financing Sourcethe Company, 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 Representativesany officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof (A) will have any rights or claims against any Financing Source (solely in their respective capacities as Financing Sourceseach of the foregoing is determined prior to the Closing Date) in connection with this Agreement or any other agreement contemplated byAgreement, or entered into in connection withthe Debt Financing, the Debt Commitment Letters and the transactions contemplated by this Agreement hereby and thereby to be dismissed or otherwise, including any commitments by the Financing Sources in respect of 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 natureotherwise terminated. (b) Notwithstanding anything herein The provisions of Section 8.15(a) shall not apply to the contraryany claims or rights, suit, action or proceeding against any Financing Sources relating to or arising out of any Contract (other than this Agreement, the parties hereto acknowledge and irrevocably agree (i) that Debt Commitment Letter or any legal proceeding, whether involving claims Contract entered into in law connection with or in equitycontemplation of the Merger, whether in contract or in tort or otherwise, involving the Debt Financing Sources arising out of, or relating to, and the transactions contemplated by this Agreement hereby and thereby) to which any of the Transaction DocumentsCompany or its Affiliates and each officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof, on the Financing or the performance of services thereunder or related thereto shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York, New Yorkone hand, and any appellate court thereof and each party hereto submits for itself and its property with respect to any such legal proceeding to of the exclusive jurisdiction of such courtFinancing Parties, (ii) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such legal proceeding in any other court, (iii) that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 11.8 shall be effective service of process against them for any such proceeding brought in any such court, (iv) to waive and hereby waive, to the fullest extent permitted by applicable legal requirements, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such legal proceeding in any such court, (v) TO WAIVE AND HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY SUCH LEGAL PROCEEDING, (vi) that a final judgment in any such legal proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment other hand, are, were or in any other manner provided by applicable legal requirements; and (vii) that any such legal proceedings shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law rules of such State that would result in the application of the laws of any other State. (c) To the extent that any may become parties or third party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Section 11.13 and (ii) submits to the personal jurisdiction of any court described in this Section 11.13.beneficiaries. -84-