Common use of Exculpation of Financing Sources Clause in Contracts

Exculpation of Financing Sources. Notwithstanding anything to the contrary contained herein, no party or its Representatives (other than, in the case of Purchaser as a party to the Debt Commitment Letters, pursuant to the Debt Commitment Letters) nor any Seller Related Party shall have any rights or claims against any Financing Source, nor shall any Financing Source have any liability or obligation whatsoever to any party or Representative (other than, in the case of Purchaser as a party to the Debt Commitment Letters, pursuant to the Debt Commitment Letters), in connection with this Agreement, the Sale, the Financing or the transactions contemplated hereby or thereby or the performance of any services thereunder, whether at law or equity, in contract, in tort or otherwise, including in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by any Financing Source; provided that, following consummation of the Sale, the foregoing will not limit the rights of the parties to the Financing under any definitive documentation related thereto. In addition, notwithstanding anything to the contrary contained herein, 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 tortious nature. Notwithstanding anything to the contrary contained herein, each of the parties hereto and the Seller Related Parties agree (i) that this provision shall be interpreted, and any action relating to this provision shall be governed by, the laws of the State of New York, (ii) that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Financing Parties, arising out of or relating to, this Agreement, the Financing or any of the agreements (including any commitment letters) entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court; (iii) that any such Action shall be governed by the applicable Law of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the applicable Law of another state); (iv) not to bring or support, or permit any Seller Related Party to bring or support, any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against or involving any Financing Party in any way arising out of or relating to, this Agreement, the Financing (including any commitment letters) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; (v) that service of process upon any Seller Related Party in any such Action shall be effective if notice is given in accordance with Section 12.7; (vi) to irrevocably waive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court; (vii) to knowingly, intentionally and voluntarily waive to the fullest extent permitted by applicable Law all rights of trial by jury in any Action brought against any Financing Party in any way arising out of or relating to, this Agreement, the Financing (including any commitment letters) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder. Nothing in this Section 12.14 shall amend, affect, enlarge, diminish, supersede, modify, replace, rescind, waive or otherwise impair any of the rights or remedies of Purchaser provided for in the Debt Commitment Letters, all of which shall remain in full force and effect in accordance with their terms.

Exculpation of Financing Sources. Notwithstanding anything to the contrary contained herein, no party or its Representatives (other than, in the case of Purchaser as a party to the Debt Commitment Letters, pursuant to the Debt Commitment Letters) nor any Seller Related Party shall have any rights or claims against any Financing Source, nor shall any Financing Source have any liability or obligation whatsoever to any party or Representative (other than, in the case of Purchaser as a party to the Debt Commitment Letters, pursuant to the Debt Commitment Letters), in connection with this Agreement, the Sale, the Financing or the transactions contemplated hereby or thereby or the performance of any services thereunder, whether at law or equity, in contract, in tort or otherwise, including in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by any Financing Source; provided that, following consummation of the Sale, the foregoing will not limit the rights of the parties to the Financing under any definitive documentation related thereto. In addition, notwithstanding anything to the contrary contained herein, 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 tortious nature. Notwithstanding anything to the contrary contained herein, each of the parties hereto and the Seller Related Parties agree (i) that this provision shall be interpreted, and any action relating to this provision shall be governed by, the laws of the State of New York, (ii) that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Financing Parties, arising out of or relating to, this Agreement, the Financing or any of the agreements (including any commitment letters) entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court; (iii) that any such Action shall be governed by the applicable Law of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the applicable Law of another state); (iv) not to bring or support, or permit any Seller Related Party to bring or support, any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against or involving any Financing Party in any way arising out of or relating to, this Agreement, the Financing (including any commitment letters) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; (v) that service of process upon any Seller Related 100 Party in any such Action shall be effective if notice is given in accordance with Section 12.7; (vi) to irrevocably waive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court; (vii) to knowingly, intentionally and voluntarily waive to the fullest extent permitted by applicable Law all rights of trial by jury in any Action brought against any Financing Party in any way arising out of or relating to, this Agreement, the Financing (including any commitment letters) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder. Nothing in this Section 12.14 shall amend, affect, enlarge, diminish, supersede, modify, replace, rescind, waive or otherwise impair any of the rights or remedies of Purchaser provided for in the Debt Commitment Letters, all of which shall remain in full force and effect in accordance with their terms.

Exculpation of Financing Sources. Notwithstanding anything to the contrary contained herein, no party the Company, on behalf of itself and the Company Related Parties, hereby (i) acknowledges that none of the Financing Sources (and/or any of their Affiliates and/or their or its Representatives (other thantheir Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) shall have any liability to the Company or any 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 case of Purchaser as a party to transactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Debt Financing, the Debt Commitment LettersLetters or the performance thereof, pursuant to the Debt Commitment Letters(ii) nor any Seller Related Party shall have waives any rights or claims against any Financing Source, nor shall any Financing Source have any liability or obligation whatsoever to any party or Representative (other than, in the case of Purchaser as a party to the Debt Commitment Letters, pursuant to the Debt Commitment Letters), in connection with this Agreement, the Sale, the Financing or the transactions contemplated hereby or thereby or the performance of any services thereunder, kind or nature (whether at in law or in equity, in contract, in tort or otherwise, including in each case, whether arising, in whole ) the Company or in part, out of comparative, contributory or sole negligence by any Financing Source; provided that, following consummation of the Sale, the foregoing will not limit the rights of the parties to the Financing under any definitive documentation related thereto. In addition, notwithstanding anything to the contrary contained herein, in no event will Company Related Party may have against any Financing Source be liable for consequential(and/or any of their Affiliates and/or their or their Affiliates’ officers, specialdirectors, exemplaryemployees, punitive controlling persons, advisors, agents, attorneys or indirect damages (including any loss of profits, business or anticipated savingsrepresentatives) or damages of a tortious nature. Notwithstanding anything to the contrary contained herein, each of the parties hereto and the Seller Related Parties agree (i) that this provision shall be interpreted, and any action relating to this provision shall be governed by, the laws of the State of New York, (ii) that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Financing Parties, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including any commitment letters) entered into in connection with the Financing or any of the transactions contemplated hereby or thereby and (iii) 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 Financing Source (and/or any of their Affiliates and/or their or their Affiliates’ officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) in connection with this Agreement, the Debt Financing, the Debt Commitment Letters or the performance transactions contemplated hereby or thereby. With respect to any dispute or proceeding relating to this Section 9.12 or any other dispute involving the Financing Sources, the Company, on behalf of any services thereunder shall be subject itself and the Company Related Parties, (w) submits to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court; (iii) that any such Action shall be governed by the applicable Law courts of the State of New York (without giving effect to any conflicts or federal courts of law principles that would result the United States of America, in each case, sitting in the application of the applicable Law of another state); (iv) not to bring or support, or permit any Seller Related Party to bring or support, any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against or involving any Financing Party in any way arising out of or relating to, this Agreement, the Financing (including any commitment letters) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough borough of Manhattan, New Yorkand any appellate court from any thereof (the courts described in this clause (w), New York; (v) the “Applicable Courts”), and agrees that service all claims in respect of process upon any Seller Related Party in any such Action shall litigation may be effective if notice is given heard and determined only in accordance with Section 12.7; an Applicable Court, (vix) to irrevocably waivewaives, to the fullest extent that it may effectively legally do so, any objection which it may now or hereafter have to the laying of venue of any proceeding in any Applicable Court, (y) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such Action proceeding in any Applicable Court, and (z) agrees that a final judgment in any such court; (vii) to knowingly, intentionally proceeding shall be conclusive and voluntarily waive to may be enforced in other jurisdictions by suit on the fullest extent permitted by applicable Law all rights of trial by jury in any Action brought against any Financing Party in any way arising out of or relating to, this Agreement, the Financing (including any commitment letters) judgment or any of the transactions contemplated hereby or thereby or the performance of any services thereunderother manner provided by law. Nothing in this Section 12.14 shall amend, affect, enlarge, diminish, supersede, modify, replace, rescind, waive 9.12 will limit the rights of Parent or otherwise impair Merger Sub or any Parent Related Party in respect of the rights Debt Financing under any commitment letter related thereto. Without limiting the foregoing, no Financing Source shall be subject to any special, consequential, punitive or remedies indirect damages or damages of Purchaser provided for in the Debt Commitment Letters, all of which shall remain in full force and effect in accordance with their termsa tortious nature to a Company Related Party.

Exculpation of Financing Sources. Notwithstanding anything to the contrary contained herein, no party or its Representatives Related Party (other than, in the case of Purchaser as a the Buyer Parties party to the Debt Commitment LettersPapers, pursuant to the Debt Commitment LettersPapers) nor any Seller Related Party shall have any rights or claims against any Debt Financing Source, nor shall any Debt Financing Source have any liability or obligation whatsoever to any party or Representative Related Party (other than, in the case of Purchaser as a the Buyer Parties party to the Debt Commitment LettersPapers, pursuant to the Debt Commitment LettersPapers), in connection with this Agreement, the SaleMerger, the Debt Financing or the transactions contemplated hereby or thereby or the performance of any services thereunderthereby, whether at law or equity, in contract, in tort or otherwise, including in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by any Debt Financing Source; provided that, (i) following consummation of the SaleMerger, the foregoing will not limit the rights of the parties to the Debt Financing under any definitive documentation Debt Financing Document related theretothereto and (ii) in no event shall the foregoing be construed to limit any rights of the parties to the Acquiror Credit Agreement under the Acquiror Credit Agreement. In addition, notwithstanding anything to the contrary contained herein, in no event will any Debt 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 tortious nature. Notwithstanding anything to the contrary contained herein, each Each of the parties Parties hereto and the Seller Related Parties agree (i) agrees that this provision shall be interpreted, and any action relating to this provision shall be governed by, the laws of the State of New York, (ii) that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Financing Parties, arising out of or relating to, this Agreement, the Financing or any of the agreements (including any commitment letters) entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court; (iii) that any such Action shall be governed by the applicable Law of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the applicable Law of another state); (iv) not to bring or support, or permit any Seller Related Party to bring or support, any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against or involving any Financing Party in any way arising out of or relating to, this Agreement, the Financing (including any commitment letters) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; (v) that service of process upon any Seller Related Party in any such Action shall be effective if notice is given in accordance with Section 12.7; (vi) to irrevocably waive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court; (vii) to knowingly, intentionally and voluntarily waive to the fullest extent permitted by applicable Law all rights of trial by jury in any Action brought against any Financing Party in any way arising out of or relating to, this Agreement, the Financing (including any commitment letters) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder. Nothing in this Section 12.14 shall amend, affect, enlarge, diminish, supersede, modify, replace, rescind, waive or otherwise impair any of the rights or remedies of Purchaser provided for in the Debt Commitment Letters, all of which shall remain in full force and effect in accordance with their terms.