Common use of Exculpation of Financing Sources Clause in Contracts

Exculpation of Financing Sources. Notwithstanding anything to the contrary contained herein, no Partnership Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Merger, the Debt Financing, the Debt Commitment Letter, the Financing Agreements or the transactions contemplated hereby or thereby, and no Financing Source shall have any rights or claims against any Partnership Related Party in connection with this Agreement, the Merger, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise. The Partnership (on behalf of itself and its Affiliates and, to the fullest extent legally permissible, the other Partnership Related Parties), (a) hereby waives any claims or rights against any Debt Financing Source relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Financing Agreements and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (b) hereby agrees not to bring or support any Action against any Debt Financing Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, the Financing Agreements and the transactions contemplated hereby and thereby and (c) hereby agrees to cause any Action asserted by the Partnership or one of its Subsidiaries against any Debt Financing Source in connection with this Agreement, the Financing, the Debt Commitment Letter, the Financing Agreements and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated; provided that following consummation of the Merger, the foregoing will not limit the rights of the parties to the Debt Financing under any Financing Agreements related thereto. In addition, in no event will any Debt Financing Source or Affiliate of any Debt Financing Source, or any Representative of the foregoing be liable for any damages of any kind (including consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature) in connection with this Agreement, the Debt Commitment Letter, the Financing Agreements and the transactions contemplated hereby or thereby.

Exculpation of Financing Sources. Notwithstanding anything herein to the contrary contained hereincontrary, each of the parties to this Agreement agrees that the Financing Sources shall be subject to no Partnership liability or claims (whether legal or equitable, arising under contract, tort or otherwise) by any Seller Related Party shall have (and each Seller Related Party waives any rights such claims) arising out of or claims against any Debt Financing Source in connection with relating to this Agreement, the Merger, the Debt Financing, the Debt Commitment Letter, financing provided by the Financing Agreements Sources or the transactions contemplated hereby or therebyin connection with the financing provided by the Financing Sources, and no or the performance of services by the Financing Sources with respect to the foregoing. No Financing Source shall have be subject to any rights or claims against any Partnership Related Party in connection with this Agreement, the Merger, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise. The Partnership (on behalf of itself and its Affiliates and, to the fullest extent legally permissible, the other Partnership Related Parties), (a) hereby waives any claims or rights against any Debt Financing Source relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Financing Agreements and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (b) hereby agrees not to bring or support any Action against any Debt Financing Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, the Financing Agreements and the transactions contemplated hereby and thereby and (c) hereby agrees to cause any Action asserted by the Partnership or one of its Subsidiaries against any Debt Financing Source in connection with this Agreement, the Financing, the Debt Commitment Letter, the Financing Agreements and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated; provided that following consummation of the Merger, the foregoing will not limit the rights of the parties to the Debt Financing under any Financing Agreements related thereto. In addition, in no event will any Debt Financing Source or Affiliate of any Debt Financing Source, or any Representative of the foregoing be liable for any damages of any kind (including consequential, special, exemplaryconsequential, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious tortuous nature) in connection with this . These Disclosure Schedules contain exceptions to the representations and warranties and certain other information of Cypress Insurance Group, Inc, a Delaware corporation (the “Company”), its Subsidiaries and the Securityholders of the Company, relating to that certain Stock Purchase Agreement (the “Agreement”), dated as of March 18, 2014, by and among the Company, the Securityholders of the Company named therein (the “Securityholders”), Cypress Group Holdings, Inc. and Onex Corporation, as Securityholder Representative. These Disclosure Schedules are an integral part of the Agreement, are incorporated therein by reference and are not intended to be independent documents. The information contained herein is disclosed solely for the Debt Commitment Letterpurposes of the Agreement, and no information contained herein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including, without limitation, any violation of law or breach of any agreement. Any information set forth in one Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each of the other Disclosure Schedules and each applicable section of the Agreement (whether or not specific cross-references are made therein), provided it is reasonably apparent on the face of such disclosure that the matter is responsive to the representation, warranty, covenant or agreement to which such section or other Disclosure Schedule relates. Inclusion of any matter, item or information herein shall neither be construed as an admission or evidence that such matter, item or information is material to the Company, the Financing Agreements Securityholders and/or any of their respective Affiliates nor be deemed to be an admission or acknowledgement, in and of itself, of any liability of the transactions contemplated hereby Company or thereby.the Securityholders to any third party or otherwise imply, that any such matter, information or item is required by the terms of the Agreement to be disclosed. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in the Disclosure Schedules, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and are qualified in their entirety by the specific terms of such agreements. In disclosing the information in the Disclosure Schedules, the parties expressly do not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed herein. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement. Headings have been inserted in the Disclosure Schedules for convenience of reference only and shall to no extent have the effect of amending or changing the express language of the corresponding sections in the Agreement. Cypress Holdings, Inc.: Cypress Insurance Group, Inc. Section 1 Transaction Percentage 85.419% ▇▇▇▇ ▇▇▇▇▇▇ 10.243% ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.257% ▇▇▇▇▇ ▇▇▇▇▇▇ 0.482% Brattle Street Investments, L.P. 1.799% Total 100.000% Cypress Manager LLC 12.856% 1170821 Ontario Inc. 0.074% 1170809 Ontario Inc. 0.250% 1170812 Ontario Inc. 0.068% 1170819 Ontario Inc. 0.041% 1170698 Ontario Inc. 0.035% Kyzalea Company 0. 059% Cypress Executive Investco II Ltd 4.544% 1320976 Ontario Inc. 61.574% Onex Cypress Partners II LLC 1.509% 3062601 Nova Scotia Company 0.080% American Farm Investment Corporation 4.289% 1301449 Ontario Inc. 0.015% 1352536 Ontario Inc. 0.009% 1352537 Ontario Inc. 0.002% 1376653 Ontario Inc. 0.012% ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 0.001% ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 0.001% Total 85.419%

Exculpation of Financing Sources. Notwithstanding anything to the contrary contained herein, no Partnership Related Party neither the Company nor any of its Affiliates nor any Shareholder Group Member shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Merger, the Debt Financing, the Debt Commitment Letterany debt commitment letter, the Financing Agreements related financing agreements or the transactions contemplated hereby or thereby, and no Debt Financing Source shall have any rights or claims against any Partnership Related Party Acquired Company or any Shareholder Group Member or any of their Affiliates in connection with this Agreement, the Merger, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise. The Partnership Company (on behalf of itself and its Affiliates and, to the fullest extent legally permissible, the other Partnership Related Parties)Affiliates) and each Shareholder Group Member, (a) hereby waives waive any claims or rights against any Debt Financing Source relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letterany debt commitment letter, the Financing Agreements related financing agreements and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (b) hereby agrees not to bring or support any Action action against any Debt Financing Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letterany debt commitment letter, the Financing Agreements related financing agreements and the transactions contemplated hereby and thereby and (c) hereby agrees to cause any Action action asserted by the Partnership any Acquired Company or one of its Subsidiaries by any Shareholder Group Member, respectively, against any Debt Financing Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letterany debt commitment letter, the Financing Agreements related financing agreements and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated; provided that following consummation of the MergerClosing, the foregoing will not limit the rights of the parties to the Debt Financing under any Financing Agreements financing agreements related thereto. In addition, in no event will any Debt Financing Source or Affiliate of any Debt Financing Source, or any Representative representative of the foregoing be liable for any damages of any kind (including consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature) in connection with this Agreement, the Debt Commitment LetterFinancing, any debt commitment letter, the Financing Agreements related financing agreements and the transactions contemplated hereby or thereby.