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

No Recourse; Waiver of Claims. Notwithstanding anything to the contrary in this Agreement, the Member (on behalf of itself and each of its current or future direct or indirect equity holders, unitholders, managers, assignees, Affiliates and Representatives) hereby waives (i) any rights or claims against any Financing Source 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 Financing or the Commitment 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 Financing or the Commitment Letters, and the Member (on behalf of itself and each of its current or future direct or indirect equity holders, unitholders, managers, assignees, Affiliates and Representatives) agrees not to commence 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, the Financing or the Commitment 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, damages, costs, expenses, fines or penalties to the Member (or any of its current or future direct or indirect equity holders, unitholders, managers, assignees, Affiliates and Representatives) in connection with this Agreement or the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Financing or the Commitment 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 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. Notwithstanding the foregoing, nothing in this Section 13.20 shall in any way limit, qualify or modify the rights and obligations of the parties to the Commitment 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 in this Agreementcontrary, the Member Company (on behalf of itself and each of its current or future direct or indirect equity holdersSubsidiaries, unitholdersstockholders, managersAffiliates, assigneesofficers, Affiliates directors, employees and Representatives) hereby waives (i) any rights or claims against any Financing Source 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”) Party in connection with this Agreement, the Financing Commitment Letter or the Commitment LettersFinancing, 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 Financing or the Commitment Letters, and the Member Company (on behalf of itself and each of its current or future direct or indirect equity holdersSubsidiaries, unitholdersstockholders, managersAffiliates, assigneesofficers, Affiliates directors, employees and Representatives) agrees not to commence or support (and if commenced, agrees to dismiss or otherwise terminate) any dispute, suit, claim, litigation, investigation, proceeding or other action a Proceeding against any Financing Source Related Party in connection with this Agreement, Agreement or the Transactions (including any Proceeding relating to the Financing or the Commitment LettersLetter or the transactions contemplated thereby). 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 Member (Company or any of its current or future direct or indirect equity holdersSubsidiaries, unitholdersstockholders, managersAffiliates, assigneesofficers, Affiliates directors, employees and Representatives) Representatives in connection with this Agreement or the transactions contemplated hereby, Transactions (including any dispute arising out of or relating in any way to the Financing or the Commitment 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 Letter or the 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 jurisdictiontransactions contemplated thereby). Notwithstanding the foregoing, nothing Nothing in this Section 13.20 11.12 shall in any way limit, (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 Financing) or (b) limit or qualify or modify the rights obligations and obligations liabilities of the parties to the Commitment Letters Letter 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 in this Agreementcontrary, the Member Company (on behalf of itself and each of its current or future direct or indirect equity holdersshareholders, unitholderspartners, managersmembers, assigneesAffiliates, Affiliates directors, officers, employees, agents and Representativesrepresentatives) hereby waives (i) any rights or claims against any Financing Source 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 Debt Financing or the Debt Commitment LettersLetter, 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 Financing or the Commitment Letters, and the Member Company (on behalf of itself and each of its current or future direct or indirect equity holdersshareholders, unitholderspartners, managersmembers, assigneesAffiliates, Affiliates directors, offices, employees, agents and Representativesrepresentatives) agrees not to commence or support (and if commenced, commenced agrees to dismiss or otherwise terminate) any disputeaction, suitarbitration, claimaudit, hearing, investigation, litigation, investigationpetition, grievance, complaint, suit or proceeding or other action (each an “Action”) against any Financing Source Related Party in connection with this Agreement, Agreement or the transactions contemplated hereunder (including any Action relating to the Debt Financing or the Debt Commitment LettersLetter). 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 Member Company (or any of its current or future direct or indirect equity holdersshareholders, unitholderspartners, managersmembers, assigneesAffiliates, Affiliates directors, officers, employees, agents and Representativesrepresentatives) in connection with this Agreement or the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Financing or the Commitment Lettershereunder. 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 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. Notwithstanding the foregoing, nothing Nothing in this Section 13.20 10.14 shall in any way limit, (a) 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 (b) limit or qualify or modify the rights obligations and obligations liabilities of the parties to the Debt Commitment Letters Letter 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 in this Agreementcontrary, including Section 14.07 or Section 14.12(b), the Member Company (on behalf of itself and each its Subsidiaries and its and their respective Representatives and excluding, for the avoidance of its current or future direct or indirect equity holdersdoubt, unitholders, managers, assignees, Affiliates Parent and RepresentativesMerger Subsidiary) hereby waives (i) any rights or claims against any Financing Source 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”) Arranger Party in connection with this Agreement, the Financing Debt Commitment Letter or the Commitment Lettersany Financing, 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 Financing or the Commitment Letters, and the Member Company (on behalf of itself and each its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives and excluding, for the avoidance of its current or future direct or indirect equity holdersdoubt, unitholders, managers, assignees, Affiliates Parent and RepresentativesMerger Subsidiary) agrees not to commence or support (and if commencedother than as provided in Section 14.12(b)) a suit, agrees to dismiss action or Proceeding, whether at law or equity, in contract, in tort or otherwise terminate) any dispute, suit, claim, litigation, investigation, proceeding or other action against any Financing Source Related Arranger Party in connection with this AgreementAgreement or the transactions contemplated by this Agreement (including any suit, the action or Proceeding relating to any Financing or the Debt Commitment LettersLetter or the transactions contemplated thereby). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Financing Source Related Arranger Party shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to the Member (Company or any of its current Subsidiaries or future direct its or indirect equity holdersthe respective Representatives (excluding, unitholdersfor the avoidance of doubt, managers, assignees, Affiliates Parent and RepresentativesMerger Subsidiary) in connection with this Agreement or the transactions contemplated hereby, hereby (including any dispute arising out of or relating in any way to the Financing or the Debt Commitment 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 Letter or the 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 jurisdictiontransactions contemplated thereby). Notwithstanding the foregoing, nothing Nothing in this Section 13.20 14.12 shall in any way limit, (a) expand the circumstances in which Parent may be liable under this Agreement or as a result of the transactions contemplated hereby (including as a result of any Financing) or (b) limit or qualify or modify the rights and obligations Liabilities of the parties to the Debt Commitment Letters Letter 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.