Common use of No Recourse; Waiver of Claims Clause in Contracts

No Recourse; Waiver of Claims. Notwithstanding anything herein to the contrary, the Company (on behalf of itself and its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives) hereby waives any rights or claims against any Financing Source Party in connection with this Agreement, the Commitment Letter or the Debt Financing (or any Alternate Commitment Letter or Alternate Financing, as applicable), whether at law or equity, in contract, in tort or otherwise, and the Company (on behalf of itself and its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives) agrees not to commence a Proceeding against any Financing Source Party in connection with this Agreement or the Transactions (including any Proceeding relating to the Debt Financing or the Commitment Letter (or any Alternate Financing or Alternate Commitment Letter, as applicable) or the transactions contemplated thereby). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Financing Source Party shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to the Company or any of its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives in connection with this Agreement or the Transactions (including the Debt Financing or the Commitment Letter or the transactions contemplated thereby). Nothing in this Section 10.12 shall in any way (a) expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing or Alternate Financing) or (b) limit or qualify the obligations and liabilities of the parties to the Commitment Letter to each other thereunder or in connection therewith.

No Recourse; Waiver of Claims. Notwithstanding anything herein to the contrarycontrary in this Agreement, the Company Member (on behalf of itself and each of its Subsidiariescurrent or future direct or indirect equity holders, stockholdersunitholders, Affiliatesmanagers, officersassignees, directors, employees Affiliates and Representatives) hereby waives (i) any rights or claims against any Financing Source Party or any of their respective Affiliates and any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, members, managers, general or limited partners, assignees or Representatives (collectively, the “Financing Source Related Parties”) in connection with this Agreement, the Commitment Letter Financing or the Debt Financing (or any Alternate Commitment Letter or Alternate Financing, as applicable)Letters, whether at law or equity, in contract, in tort or otherwise, and (ii) any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating in any way to the Company Financing or the Commitment Letters, and the Member (on behalf of itself and each of its Subsidiariescurrent or future direct or indirect equity holders, stockholdersunitholders, Affiliatesmanagers, officersassignees, directors, employees Affiliates and Representatives) agrees not to commence a Proceeding or support (and if commenced, agrees to dismiss or otherwise terminate) any dispute, suit, claim, litigation, investigation, proceeding or other action against any Financing Source Related Party in connection with this Agreement or Agreement, the Transactions (including any Proceeding relating to the Debt Financing or the Commitment Letter (or any Alternate Financing or Alternate Commitment Letter, as applicable) or the transactions contemplated thereby)Letters. In furtherance and not in limitation of the foregoing waiver, it is agreed that no Financing Source Related Party shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to the Company Member (or any of its Subsidiariescurrent or future direct or indirect equity holders, stockholdersunitholders, Affiliatesmanagers, officersassignees, directors, employees Affiliates and Representatives Representatives) in connection with this Agreement or the Transactions (transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the Commitment Letter Letters. Each party hereto agrees that, except as specifically set forth in the Commitment Letters, all claims or causes of action against any of the Financing Source Related Parties in any way relating to the Financing or the transactions contemplated thereby)Commitment Letters, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction. Nothing Notwithstanding the foregoing, nothing in this Section 10.12 13.20 shall in any way (a) expand limit, qualify or modify the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing or Alternate Financing) or (b) limit or qualify the rights and obligations and liabilities of the parties to the Commitment Letter Letters to each other thereunder or in connection therewith.. Notwithstanding anything to the contrary contained in this Agreement, the Financing Source Related Parties are intended third-party beneficiaries of, and shall be entitled to the protections of, this provision. * * * * *

No Recourse; Waiver of Claims. Notwithstanding anything herein to the contrary, each of the Company (on behalf of itself and its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives) Representatives hereby waives any rights or claims against any Financing Source Party in connection with this Agreement, the Commitment Letter Debt Letters or the Debt Financing (or any Alternate Commitment Letter or Alternate Financing, as applicable), whether at law or equity, in contract, in tort or otherwise, and each of the Company (on behalf of itself and its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives) Representatives agrees not to commence a Proceeding against any Financing Source Party in connection with this Agreement or the Transactions transactions contemplated hereunder (including any Proceeding relating to the Debt Financing or the Commitment Letter (or any Alternate Financing or Alternate Commitment Letter, as applicable) or the transactions contemplated therebyDebt Letters). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Financing Source Party shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to the Company or any of its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives in connection with this Agreement or the Transactions (including the Debt Financing or the Commitment Letter or the transactions contemplated thereby)hereunder. Nothing in this Section 10.12 11.14 shall in any way (a) expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions transactions contemplated hereby (including as a result of the Debt Financing or Alternate Financing) or (b) limit or qualify the obligations and liabilities of the parties to the Commitment Letter Debt Letters to each other thereunder or in connection therewith.

No Recourse; Waiver of Claims. Notwithstanding anything herein to the contrary, the Company (on behalf of itself and its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives) hereby waives any rights or claims against any Debt Financing Source Party in connection with this Agreement, the Debt Commitment Letter or the Debt Financing (or any Alternate Debt Commitment Letter or Alternate Debt Financing, as applicable), whether at law or equity, in contract, in tort or otherwise, and the Company (on behalf of itself and its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives) agrees not to commence a Proceeding against any Debt Financing Source Party in connection with this Agreement or the Transactions (including any Proceeding relating to the Debt Financing or the Debt Commitment Letter Letters (or any Alternate Debt Financing or Alternate Debt Commitment Letter, as applicable) or the transactions contemplated thereby). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Debt Financing Source Party shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to the Company or any of its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives in connection with this Agreement or the Transactions (including the Debt Financing or the Debt Commitment Letter Letters or the transactions contemplated thereby). Nothing in this Section 10.12 shall in any way (a) expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing or Alternate Debt Financing) or (b) limit or qualify the obligations and liabilities of the parties to the Debt Commitment Letter to each other thereunder or in connection therewith.

No Recourse; Waiver of Claims. Notwithstanding anything herein to the contrarycontrary in this Agreement, the Company Member (on behalf of itself and each of its Subsidiariescurrent or future direct or indirect equity holders, stockholdersunitholders, Affiliatesmanagers, officersassignees, directors, employees Affiliates and Representatives) hereby waives (i) any rights or claims against any Financing Source Party or any of their respective Affiliates and any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, members, managers, general or limited partners, assignees or Representatives (collectively, the “Financing Source Related Parties”) in connection with this Agreement, the Commitment Letter Financing or the Debt Financing (or any Alternate Commitment Letter or Alternate Financing, as applicable)Letters, whether at law or equity, in contract, in tort or otherwise, and (ii) any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating in any way to the Company Financing or the Commitment Letters, and the Member (on behalf of itself and each of its Subsidiariescurrent or future direct or indirect equity holders, stockholdersunitholders, Affiliatesmanagers, officersassignees, directors, employees Affiliates and Representatives) agrees not to commence a Proceeding or support (and if commenced, agrees to dismiss or otherwise terminate) any dispute, suit, claim, litigation, investigation, proceeding or other action against any Financing Source Related Party in connection with this Agreement or Agreement, the Transactions (including any Proceeding relating to the Debt Financing or the Commitment Letter (or any Alternate Financing or Alternate Commitment Letter, as applicable) or the transactions contemplated thereby)Letters. In furtherance and not in limitation of the foregoing waiver, it is agreed that no Financing Source Related Party shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to the Company Member (or any of its Subsidiariescurrent or future direct or indirect equity holders, stockholdersunitholders, Affiliatesmanagers, officersassignees, directors, employees Affiliates and Representatives Representatives) in connection with this Agreement or the Transactions (transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the Commitment Letter Letters. Each party hereto agrees that, except as specifically set forth in the Commitment Letters, all claims or causes of action against any of the Financing Source Related Parties in any way relating to the Financing or the transactions contemplated thereby)Commitment Letters, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction. Nothing Notwithstanding the foregoing, nothing in this Section 10.12 13.20 shall in any way (a) expand limit, qualify or modify the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing or Alternate Financing) or (b) limit or qualify the rights and obligations and liabilities of the parties to the Commitment Letter Letters to each other thereunder or in connection therewith.. Notwithstanding anything to the contrary contained in this Agreement, the Financing Source Related Parties are intended third-party beneficiaries of, and shall be entitled to the protections of, this provision. * * * * * 119

No Recourse; Waiver of Claims. Notwithstanding anything herein to the contrarycontrary contained herein, the Company (each Party, on behalf of itself and its Subsidiaries, stockholders, Affiliates, officers, directors, employees managers, employees, members, partners, shareholders, agents, other representatives and RepresentativesAffiliates (collectively, the “Related Parties”) hereby (other than Buyer or any Affiliate of the Buyer that is party to the Bank Financing Commitments in respect of rights, claims, or causes pursuant to the Bank Financing Commitments) waives any rights or claims against any the Bank Financing Sources in its capacity as a Financing Source Party under the Bank Commitment Letter in connection with this Agreement, the Bank Financing Commitment Letter or and the Debt Bank Financing (or any Alternate Commitment Letter of the transactions contemplated hereby or Alternate Financingthereby, as applicable), whether at law or equity, in contract, in tort or otherwise, and the Company (on behalf of itself and its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives) agrees not to commence a Proceeding any action or proceeding against any the Bank Financing Source Party Sources in its capacity as the same in connection with this Agreement Agreement, the Bank Financing Commitment or the Transactions (including any Proceeding relating to the Debt Bank Financing or the Commitment Letter (or any Alternate Financing or Alternate Commitment Letter, as applicable) or of the transactions contemplated hereby or thereby), and agrees to cause any such action or proceeding asserted against the Bank Financing Source to the extent asserted against the Bank Financing Sources by Seller (or its Related Parties) acting in its capacity as the same in connection with this Agreement, the Bank Financing Sources or the Bank 129 Financing or any of the transactions contemplated hereby or thereby to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no the Bank Financing Source Party Sources shall have any no liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines claims or penalties damages to any Party or its Related Parties (other than Buyer or any Affiliate of the Buyer that is party to the Company Bank Financing Commitment in respect of any rights, claims or any of causes pursuant to the Bank Financing Commitment) in its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives capacity as a Financing Source in connection with this Agreement Agreement, the Bank Financing Commitment or the Transactions (including the Debt Bank Financing or the Commitment Letter or the transactions contemplated hereby or thereby). Nothing , whether at law, in this Section 10.12 shall equity, in any way (a) expand the circumstances contract, in which Parent may be liable under this Agreement tort or as a result of the Transactions (including as a result of the Debt Financing or Alternate Financing) or (b) limit or qualify the obligations and liabilities of the parties to the Commitment Letter to otherwise, in each other thereunder case, whether arising, in whole or in connection therewith.part, out of comparative, contributory or sole negligence by the Bank Financing Sources or otherwise. 130

No Recourse; Waiver of Claims. Notwithstanding anything herein to the contrary, the Company (on behalf of itself and each of its Subsidiariesshareholders, stockholderspartners, members, Affiliates, directors, officers, directorsemployees, employees agents and Representativesrepresentatives) hereby waives any rights or claims against any Financing Source Party in connection with this Agreement, the Commitment Letter Debt Financing or the Debt Financing (or any Alternate Commitment Letter or Alternate Financing, as applicable)Letter, whether at law or equity, in contract, in tort or otherwise, and the Company (on behalf of itself and each of its Subsidiariesshareholders, stockholderspartners, members, Affiliates, officers, directors, employees offices, employees, agents and Representativesrepresentatives) agrees not to commence a Proceeding (and if commenced agrees to dismiss or otherwise terminate) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding (each an “Action”) against any Financing Source Party in connection with this Agreement or the Transactions transactions contemplated hereunder (including any Proceeding Action relating to the Debt Financing or the Commitment Letter (or any Alternate Financing or Alternate Debt Commitment Letter, as applicable) or the transactions contemplated thereby). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Financing Source Party shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to the Company (or any of its Subsidiariesshareholders, stockholderspartners, members, Affiliates, directors, officers, directorsemployees, employees agents and Representatives representatives) in connection with this Agreement or the Transactions (including the Debt Financing or the Commitment Letter or the transactions contemplated thereby)hereunder. Nothing in this Section 10.12 10.14 shall in any way (a) expand the circumstances in which Parent Buyer may be liable under this Agreement or as a result of the Transactions transactions contemplated hereby (including as a result of the Debt Financing or Alternate Financing) or (b) limit or qualify the obligations and liabilities of the parties to the Debt Commitment Letter to each other thereunder or in connection therewith.

No Recourse; Waiver of Claims. Notwithstanding anything herein to the contrary, each of the Company (on behalf of itself and its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives) Representatives hereby waives any rights or claims against any Financing Source Party in connection with this Agreement, the Commitment Letter Debt Letters or the Debt Financing (or any Alternate Commitment Letter or Alternate Financing, as applicable), whether at law or equity, in contract, in tort or otherwise, and each of the Company (on behalf of itself and its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives) Representatives agrees not to commence a Proceeding against any Financing Source Party in connection with this Agreement or the Transactions transactions contemplated hereunder (including any Proceeding relating to the Debt Financing or the Commitment Letter (or any Alternate Financing or Alternate Commitment Letter, as applicable) or the transactions contemplated therebyDebt Letters). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Financing Source Party shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to the Company or any of its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives in connection with this Agreement or the Transactions (including the Debt Financing or the Commitment Letter or the transactions contemplated thereby)hereunder. Nothing in this Section 10.12 11.13 shall in any way (a) expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions transactions contemplated hereby (including as a result of the Debt Financing or Alternate Financing) or (b) limit or qualify the obligations and liabilities of the parties to the Commitment Letter Debt Letters to each other thereunder or in connection therewith.

No Recourse; Waiver of Claims. Notwithstanding anything herein to the contrary, including Section 14.07 or Section 14.12(b), the Company (on behalf of itself and its SubsidiariesSubsidiaries and its and their respective Representatives and excluding, stockholdersfor the avoidance of doubt, Affiliates, officers, directors, employees Parent and RepresentativesMerger Subsidiary) hereby waives any rights or claims against any Financing Source Arranger Party in connection with this Agreement, the Debt Commitment Letter or the Debt Financing (or any Alternate Commitment Letter or Alternate Financing, as applicable), whether at law or equity, in contract, in tort or otherwise, and the Company (on behalf of itself and its Subsidiaries, stockholders, Affiliates, officers, directors, employees and RepresentativesRepresentatives and excluding, for the avoidance of doubt, Parent and Merger Subsidiary) agrees not to commence or support (other than as provided in Section 14.12(b)) a Proceeding suit, action or Proceeding, whether at law or equity, in contract, in tort or otherwise against any Financing Source Arranger Party in connection with this Agreement or the Transactions transactions contemplated by this Agreement (including any suit, action or Proceeding relating to the Debt any Financing or the Debt Commitment Letter (or any Alternate Financing or Alternate Commitment Letter, as applicable) or the transactions contemplated thereby). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Financing Source Arranger Party shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to the Company or any of its SubsidiariesSubsidiaries or its or the respective Representatives (excluding, stockholdersfor the avoidance of doubt, Affiliates, officers, directors, employees Parent and Representatives Merger Subsidiary) in connection with this Agreement or the Transactions transactions contemplated hereby (including the Debt any Financing or the Debt Commitment Letter or the transactions contemplated thereby). Nothing in this Section 10.12 14.12 shall in any way (a) expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions transactions contemplated hereby (including as a result of the Debt Financing or Alternate any Financing) or (b) limit or qualify the obligations and liabilities Liabilities of the parties to the Debt Commitment Letter to each other thereunder or in connection therewith. [The remainder of this page has been intentionally left blank; the next page is the signature page.] 116